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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934 For the fiscal year ended December 31, 2006

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                        COMMISSION FILE NUMBER 000-50302


                              TREY RESOURCES, INC.
                 (Name of small business issuer in its charter)


           DELAWARE                                     16-1633636
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

          5 REGENT STREET, SUITE 520, LIVINGSTON, NJ         07039
           (Address of principal executive offices)        (Zip Code)

Issuer's telephone number (973) 958-9555

Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Class A common,
$.00001 par value

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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Issuer's revenues for its most recent fiscal year. $6,585,883 As of March 30,
2007, the Registrant had 223,352,546 shares of Class A, $.00001 par value common
stock outstanding. The aggregate market value of the voting stock held by
non-affiliates as of that date based upon the average bid and ask prices on that
date was $1,740,678 Transitional Small Business Disclosure Format (Check one):
Yes [ ]; No [X]































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                                     PART I

Item 1. Description of business                                                4
Item 2. Description of property                                               18
Item 3. Legal proceedings                                                     19
Item 4. Submission of matters to a vote of security holders                   19

                                     PART II

Item 5. Market for common equity and related stockholder matters.             20
Item 6. Management's discussion and analysis or plan of operations.           25
Item 7. Financial statements                                                  31
Item 8A. Controls & Procedures                                                31

                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
    compliance with Section 16(a) of the Exchange Act                         33
Item 10.Executive compensation.                                               36
Item 11.Security ownership of certain beneficial owners and management        39
Item 12.Certain relationships and related transactions                        42
Item 13.Exhibits                                                              43
Item 14. Principal Accountant Fees and Services                               45


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS BACKGROUND

         Trey Resources, Inc. (the "Company"), was incorporated as iVoice
Acquisition 1, Inc. in Delaware on October 3, 2002 as a wholly owned subsidiary
of iVoice, Inc. ("iVoice"). On April 24, 2003, we changed our corporate name
from iVoice Acquisition 1, Inc. to Trey Industries, Inc. On September 5, 2003,
we changed our corporate name to Trey Resources, Inc. On February 13, 2004, Trey
Resources, Inc. became an independent public company when all the shares owned
by iVoice, Inc. were distributed to the iVoice shareholders. In March 2004, Trey
Resources, Inc. began trading on the NASD OTC Bulletin Board under the symbol
TYRIA.OB.

         Trey initially owned iVoice's Automatic Reminder software business.
That software was sold in November 2004, and Trey is no longer engaged in the
sale of Automatic Reminder software. During 2004, we consummated business
combinations with two companies that are consultants and value added resellers
of financial accounting software to small and medium sized businesses. One
company is also the publisher of its own proprietary electronic data interchange
(EDI) software.

         In June 2004, Trey Resources' wholly-owned subsidiary, SWK
Technologies, Inc., completed a merger with SWK, Inc. SWK, Inc. was a value
added reseller and master developer for Sage Software's MAS 90/200/500 financial
accounting software, and was also the publisher of its own proprietary EDI
software, "MAPADOC". As a result of the merger, SWK, Inc.'s shareholders were
issued, in exchange for all of the common stock of SWK, Inc., 2,750,000
restricted shares of Trey Resources' Class A Common Stock.

         In November 2004, Trey Resources' wholly-owned subsidiary, BTSG
Acquisition Corp. completed the acquisition of certain assets of Business Tech
Solutions Group, Inc. Business Tech Solutions Group, Inc. was a value added
reseller for Sage Software's BusinessWorks financial accounting software. As a
result of the merger, Business Tech Solutions Group, Inc.'s shareholder was
issued, in exchange for selected assets of Business Tech Solutions Group, Inc.,
648,149 restricted shares of Trey Resources' Class A Common Stock.

         On March 25, 2006, Trey Resources' wholly-owned subsidiary, SWK
Technologies, entered into an Asset Purchase Agreement and an Employment
Agreement with Jodi Katz to consummate the acquisition of Wolen Katz Associates.
Wolen Katz is a value-added reseller of Sage Software's category leading ABRA
Human Resources Management Solution.

         On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK
Technologies, Inc., executed an asset purchase agreement between and among
AMP-Best Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson,
Crandall Melvin III and Michelle Paparo for acquisition of certain assets, the
customer list and business name of AMP-Best. AMP-Best Consulting, Inc. is an
information technology company and value added reseller of licensed accounting
software published by Sage Software. AMP-Best Consulting, Inc. sells services
and products to various end users, manufacturers, wholesalers and distribution
industry clients located

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throughout the United States, with special emphasis on companies located in the
upstate New York region. Terms of the agreement provided for a cash payment at
closing of $85,000, issuance of a $380,000 promissory note to Crandall Melvin
III, the issuance of 6,000,000 shares of Trey Resource's Class A Common Stock
and employment agreements for Patrick Anson, Crandall Melvin III and Michelle
Paparo. Payments on the promissory note are to commence 120 days after the
closing for a term of 5 years.

         Our principal offices and facilities are located at 5 Regent Street,
Suite 520, Livingston, NJ 07039 and our telephone number is (973) 758-9555.

GENERAL

         We are business consultants for small and medium sized businesses and
value-added resellers and developers of financial accounting software. We also
publish our own proprietary EDI software. We are a leader in marketing financial
accounting solutions across a broad spectrum of industries focused on
manufacturing and distribution. We specialize in software integration and
deployment, programming, and training and technical support, aimed at improving
the financial reporting and operational efficiencies of small and medium sized
companies. The sale of our financial accounting software is concentrated in the
northeastern United States, while our EDI software and programming services are
sold to corporations nationwide.

         We differentiate ourselves from traditional software resellers through
our wide range of value-added services, consisting primarily of programming,
training, technical support, and other consulting and professional services. We
also provide software customization, data migration, business consulting, and
implementation assistance for complex design environments. Our strategic focus
is to respond to our customers' requests for interoperability and provide
solutions that address broad, enterprise-wide initiatives.

         Our product sales are cyclical, and increase when the developer of a
specific software product offers new versions, promotions or discontinues
support of an older product.

         As is common among software resellers, we purchase our products from
our suppliers with a combination of cash and credit extended by the supplier. We
do not carry significant inventory, and generally place an order with the
supplier only after receiving a firm commitment from our customer. Except in
unusual situations, we do not allow our customers to return merchandise and
rarely offer extended payment terms to our customers.

OUR PRODUCTS

         Substantially all of our initial sales of financial accounting
solutions consist of prepackaged software and associated services to customers
in the United States. Our sales are focused on three major product categories
and associated value-added services.

Financial Accounting Software

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         As of December 31, 2006, approximately 29% of our total revenue was
generated from the resale of accounting software published by Sage Software,
Inc. (Sage) for the financial accounting requirements of small and medium sized
businesses focused on manufacturing and distribution, and the delivery of
related services from the sales of these products, including installation,
support and training. These product sales are primarily packaged software
programs installed on a user workstation, on a local area network server, or in
a hosted environment. The programs perform and support a wide variety of
functions related to accounting, including financial reporting, accounts payable
and accounts receivable, and inventory management.

         We provide a variety of services along with our financial accounting
software sales to assist our customers in maximizing the benefits from these
software applications. These services include training, technical support, and
professional services. We have six employees who serve as class instructors and
have formal, specific training in the topics they are teaching. We can also
provide on-site training services that are highly tailored to meet the needs of
a particular customer. Our instructors must pass annual subject-matter
examinations required by Sage to retain their product-based teaching
certifications.

         We provide end-user technical support services through our support/help
desk. A staff of 3 full-time product and technology consultants assist customers
calling with questions about product features, functions, usability issues, and
configurations. The support/help desk offers services in a variety of ways,
including prepaid services, time and materials billed as utilized and annual
support contracts. Customers can communicate with the support/help desk through
e-mail, telephone, and fax channels. Standard support/help desk services are
offered during normal business hours five days per week.

         Our professional services include project-focused offerings such as
software customization, data migration, and small and medium sized business
consulting. We have four project managers who provide professional services to
our financial accounting customers.

Electronic Data Interchange (EDI) Software

         We publish our own proprietary EDI software "MAPADOC." EDI can be used
to automate existing processes, to rationalize procedures and reduce costs, and
to improve the speed and quality of services. Because EDI necessarily involves
business partners, it can be used as a catalyst for gaining efficiencies across
organizational boundaries.

         Our "MAPADOC" EDI solution is a fully integrated EDI solution that
provides users of Sage Software's market-leading MAS family of accounting
software products with a feature rich product that is easy to use. "MAPADOC"
provides the user with dramatically decreased data entry time, elimination of
redundant steps, the lowering paper and postage costs, the reduction of time
spent typing, signing, checking and approving documents and the ability to
self-manage EDI and to provide a level of independence that saves time and
money.

         We market our "MAPADOC" solutions to our existing and new small and
medium-sized business customers, and through a network of resellers. As of
December 31, 2006, we have a sales team and 5 technical specialists involved in
marketing and supporting sales of the "MAPADOC" product and associated services.

Warehouse Management Systems

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         We are resellers of the Warehouse Management System (WMS) software
published by Radio Beacon, Inc. Radio Beacon Inc. develops warehouse management
software for mid-market distributors. The primary purpose of a WMS is to control
the movement and storage of materials within an operation and process the
associated transactions. Directed picking, directed replenishment, and directed
put away are the key to WMS. The detailed setup and processing within a WMS can
vary significantly from one software vendor to another. However, the basic WMS
will use a combination of item, location, quantity, unit of measure, and order
information to determine where to stock, where to pick, and in what sequence to
perform these operations.

         The Radio Beacon warehouse management software improves accuracy and
efficiency, streamlines materials handling, meets retail compliance
requirements, and refines inventory control. Radio Beacon works as part of a
complete operational solution by integrating seamlessly with RF hardware,
accounting software, shipping systems and warehouse automation equipment.

         We market the Radio Beacon solution to our existing and new
medium-sized business customers. As of December 31, 2006, we have five
salespeople and two technical specialists involved in marketing and supporting
sales of the Radio Beacon product and associated services.

Network Services  and Business Consulting

         We provide network maintenance and service upgrades for our business
clients. We are a Microsoft Solutions Provider. Our staff includes engineers who
maintain certifications from Microsoft and Sage Software. They are Microsoft
Certified Systems Engineers and Microsoft Certified Professionals, and they
provide a host of services for our clients, including server implementation,
support and assistance, operation and maintenance of large central systems,
technical design of network infrastructure, technical troubleshooting for large
scale problems, network and server security, and backup, archiving, and storage
of data from servers. There are numerous competitors, both larger and smaller,
nationally and locally, with whom we compete in this market.

         We also provide, as consultants, the information technology (IT) audit
required by Section 404 of the Sarbanes Oxley Act of 2002. Section 404 (SOX 404)
requires CEOs, CFOs, and outside auditors to attest to the effectiveness of
internal controls for financial reporting. To satisfy Section 404 requirements,
CEO's, CFO's, and outside auditors must sign off on company's internal controls.
They need to know that the company can document its adherence to IT procedures
and processes, and that IT processes supporting financial management systems are
well controlled. Our qualified staff of certified network engineers and
certified public accountants allows us to provide these audits to small and
medium sized publicly traded corporations. Our competition to render these
services includes accounting firms and independent information technology
consultants like ourselves.


MARKETS

Financial Accounting Software.

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         In the financial accounting software market, we focus on providing
enterprise solutions to small- and medium-sized businesses ("SMB") with less
than $100 million of annual revenue, primarily in the manufacturing and
distribution industries. The SMB market is comprised of thousands of companies
in the New York region alone.

         While several local and regional competitors exist in the various
geographic territories where we conduct business, we have a competitive
advantage in terms of geographic reach, comprehensive training and support, and
the provision of other products and services. We are one of the larger Sage
resellers in the United States. While there are numerous national, regional, and
local competitors that could be compared to us in scale, size, geographical
reach, and target markets for the resale of Sage products, there is no one
dominant competitor or dominant group of competitors with whom we compete for
contracts or assignments on a regular basis. There are also numerous competitors
who publish and/or resell competing product lines, such as Microsoft's Great
Plains and Solomon accounting software.


Electronic Data Interchange Software.

         We publish and sell through a network of software resellers our
proprietary EDI software, "MAPADOC". Electronic Data Interchange (EDI) is
computer-to-computer communication of business documents between companies. It
is a paperless way to send and receive Purchase Orders, Invoices, etc. EDI
replaces human-readable documents with electronically coded documents. The
sending computer creates the document and the receiving computer interprets the
document. Implementation of EDI streamlines the process of exchanging standard
business transactions. Companies save by eliminating people cost as well as the
cost due to errors and double entry of data. The transmissions are accomplished
by connecting to a mailbox via a modem or the Internet. The most common mailbox
is a Value Added Network's (VAN) electronic mailbox. Each user, identified by a
unique EDI ID, accesses his mailbox to send and receive all EDI transactions. To
standardize the documents communicated between many companies, the
Transportation Data Coordinating Committee, in 1975, published its first set of
standards.

         EDI standards are formats and protocols that trading partners agree to
use when sending and receiving business documents. Around 1979, The American
National Standards Institute (ANSI) designated an accredited standards committee
for EDI. The standards continue to evolve to address the needs of the member
companies. "MAPADOC" complies with all current standards. The market for EDI
continues to expand as big box retailers, such as Wal-Mart, Target, and K-Mart,
insist their vendors utilize EDI in their business transactions. There are
numerous companies with whom we compete in the SMB EDI marketplace, including
True Commerce and Kissinger Associates.


Warehouse Management Systems.

         We resell under a distributor agreement the Warehouse Management
Solution published by Radio Beacon, Inc. Radio Beacon Inc. develops warehouse
management software for mid-market distributors. The primary purpose of a WMS is
to control the movement and storage of materials within an operation and process
the associated transactions. Directed picking, directed replenishment, and
directed put away are the key to WMS. The detailed setup and processing

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<PAGE>

within a WMS can vary significantly from one software vendor to another. However
the basic WMS will use a combination of item, location, quantity, unit of
measure, and order information to determine where to stock, where to pick, and
in what sequence to perform these operations. The Radio Beacon warehouse
management software improves accuracy and efficiency, streamlines materials
handling, meets retail compliance requirements, and refines inventory control.
Radio Beacon works as part of a complete operational solution by integrating
seamlessly with RF hardware, accounting software, shipping systems and warehouse
automation equipment. The WMS marketplace is extremely competitive. We compete
against national, regional, and local resellers, some significantly larger than
us.


ARRANGEMENTS WITH PRINCIPAL SUPPLIERS

         Our revenues are primarily derived from the resale of vendor software
products and services. These resales are made pursuant to channel sales
agreements whereby we are granted authority to purchase and resell the vendor
products and services. Under these agreements, we either resell software
directly to our customers or act as a sales agent for various vendors and
receive commissions for our sales efforts.

         We are required to enter into an annual Channel Partner Agreement with
Sage Software, Inc. whereby Sage appoints us as a non-exclusive partner to
market, distribute, and support MAS 90/200/500 software. This agreement
authorizes us to sell these software products to certain customers in the United
States. There are no clauses in this agreement that limit or restrict the
services that we can offer to customers. We also operate a Sage Software
Authorized Training Center Agreement and also are party to a Master Developers
Program License Agreement.


CUSTOMERS

         We market our products to private companies throughout the United
States. In the year ended December 31, 2006, the revenues generated by our top
ten customers represented approximately twenty five percent (25%) of
consolidated revenues, and no single customer accounted for ten percent or more
of our consolidated revenues.


INTELLECTUAL PROPERTY

         We regard our technology and other proprietary rights as essential to
our business. We rely on copyright, trade secret, confidentiality procedures,
contract provisions, and trademark law to protect our technology and
intellectual property. We have also entered into confidentiality agreements with
our consultants and corporate partners and intend to control access to, and
distribution of our products, documentation, and other proprietary information.

         We own several trademarks registered with the U.S. Patent and Trademark
Office, including "MAPADOC" and have a number of trademark applications pending.
We have no patents or patent applications pending.


EMPLOYEES

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         As of December 31, 2006, we had approximately 38 full time employees
and 3 part time employees located in one office in New Jersey, two offices in
New York and one office in California. All but five of our current employees
were formerly employees of the companies that we acquired. Approximately nine of
our employees are engaged in sales and marketing activities and approximately
twelve employees are engaged in service fulfillment.


         Our future success depends in significant part upon the continued
services of our key sales, technical, and senior management personnel and our
ability to attract and retain highly qualified sales, technical, and managerial
personnel. None of our employees are represented by collective bargaining
agreements, and we have never experienced a work stoppage. We believe our
employee relations are good.


FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

         This annual report on Form 10-K contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934 as amended.
The statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other similar terminology. These forward-looking statements involve risks and
uncertainties and other factors that may cause the actual results, performance
or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the
historical information and statements contained in this Report, the matters and
items set forth in this Report are forward looking statements that involve
uncertainties and risks some of which are discussed at appropriate points in the
Report and are also summarized as follows:

AS OF DECEMBER 31, 2006 THERE WAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN. THE COMPANY MAY NOT BE ABLE TO CONTINUE ITS
OPERATIONS AND THE FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT
MIGHT RESULT FROM THE OUTCOME OF THIS UNCERTAINTY.

         As of December 31, 2006, the Company's independent public accounting
firm issued a "going concern opinion" wherein they stated that the accompanying
financial statements were prepared assuming the Company will continue as a going
concern. The Company did not generate sufficient cash flows from revenues during
the year ended December 31, 2006 to fund its operations. Also, as of December
31, 2006, the Company had negative net working capital of approximately $4.0
million. These matters raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

WE HAVE A LIMITED OPERATING HISTORY.

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         We did not begin our value added reseller, software, and consulting
business until June 2004. Accordingly, we have a limited operating history on
which to base an evaluation of our business and prospects. We cannot assure
successfully address the risks involved in operating our business. Our failure
to do so could materially adversely affect our business, financial condition and
operating results.

WE HAVE HISTORICALLY LOST MONEY AND MAY CONTINUE TO LOSE MONEY IN THE FUTURE.

         We have historically lost money. For the years ended December 31, 2006
and 2005, we had net losses of $2,351,573and $2,408,644, respectively, and net
losses of $0.02 and $0.04 per share, respectively. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations may not be profitable. No assurances can be
given that we will be successful in reaching or maintaining profitable
operations.

WE CANNOT ACCURATELY FORECAST OUR FUTURE REVENUES AND OPERATING RESULTS, WHICH
MAY FLUCTUATE.

         Our short operating history and the rapidly changing nature of the
markets in which we compete make it difficult to accurately forecast our
revenues and operating results. Furthermore, we expect our revenues and
operating results to fluctuate in the future due to a number of factors,
including the following:

o    the timing of sales of our products and services;

o    the timing of product implementation, particularly large design projects;

o    unexpected delays in introducing new products and services;

o    increased expenses, whether related to sales and marketing, product
     development, or administration;

o    deferral in the recognition of revenue in accordance with applicable
     accounting principles, due to the time required to complete projects;

o    the mix of product license and services revenue; and

o    costs related to possible acquisitions of technology or businesses.

WE MAY FAIL TO DEVELOP NEW PRODUCTS, OR MAY INCUR UNEXPECTED EXPENSES OR DELAYS.

         Although we currently have fully developed products available for sale,
we may also develop various new technologies, products and product features and
may rely on them to remain competitive. Due to the risks inherent in developing
new products and technologies--limited financing, competition, obsolescence,
loss of key personnel, and other factors--we may fail to develop these
technologies and products, or may experience lengthy and costly delays in doing
so. Although we are able to license some of our technologies in their current
stage of development, we cannot assure that we will be able to develop new
products or enhancements to our existing products in order to remain
competitive.

IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

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         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties. We cannot assure you that
financing from external sources will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. While we have recently
raised sufficient working capital to fund our operations for what we believe
should be sufficient for the next 12 months, we will subsequently need to raise
additional capital to fund our future operations.

BECAUSE OUR FINANCIAL ACCOUNTING SOFTWARE, EDI SOFTWARE, AND BUSINESS CONSULTING
BUSINESSES ARE STILL EVOLVING, WE MAY EXPERIENCE DIFFICULTIES THAT COULD PREVENT
US FROM BECOMING PROFITABLE.

         Because our financial accounting software, EDI software, and business
consulting businesses are still evolving, we may experience the difficulties
frequently encountered by companies in the early stage of development in new and
evolving markets. These difficulties include the following:

o    substantial delays and expenses related to testing and developing new
     products;

o    marketing and distribution problems encountered in connection with our new
     and existing products and technologies;

o    competition from larger and more established companies;

o    delays in reaching our marketing goals;

o    difficulty in recruiting qualified employees for management and other
     positions;

o    lack of sufficient customers, revenues and cash flow; and

o    limited financial resources.

         We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our business will suffer and our stock price could
decline.

IF OUR TECHNOLOGIES AND PRODUCTS CONTAIN DEFECTS OR OTHERWISE DO NOT WORK AS
EXPECTED, WE MAY INCUR SIGNIFICANT EXPENSES IN ATTEMPTING TO CORRECT THESE
DEFECTS OR IN DEFENDING LAWSUITS OVER ANY SUCH DEFECTS.

         Software products are not currently accurate in every instance, and may
never be. Furthermore, we could inadvertently release products and technologies
that contain defects. In addition, third-party technology that we include in our
products could contain defects. We may incur significant expenses to correct
such defects. Clients who are not satisfied with our products or services could
bring claims against us for substantial damages. Such claims could cause us to
incur significant legal expenses and, if successful, could result in the
plaintiffs being awarded significant damages. Our payment of any such expenses
or damages could prevent us from becoming profitable.

OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

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         The financial accounting software, EDI software, and business
consulting industries are highly competitive, and we believe that this
competition will intensify. Many of our competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger client bases than we
do. Our competitors could use these resources to market or develop products or
services that are more effective or less costly than any or all of our products
or services or that could render any or all of our products or services
obsolete. Our competitors could also use their economic strength to influence
the market to continue to buy their existing products.

IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH ENFORCEMENT OF OUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.

         We attempt to protect our trade secrets, including the processes,
concepts, ideas and documentation associated with our technologies, through the
use of confidentiality agreements and non-competition agreements with our
current employees and with other parties to whom we have divulged such trade
secrets. If the employees or other parties breach our confidentiality agreements
and non-competition agreements or if these agreements are not sufficient to
protect our technology or are found to be unenforceable, our competitors could
acquire and use information that we consider to be our trade secrets and we may
not be able to compete effectively. Most of our competitors have substantially
greater financial, marketing, technical and manufacturing resources than we
have, and we may not be profitable if our competitors are also able to take
advantage of our trade secrets.

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

         Many lawsuits currently are being brought in the software industry
alleging violation of intellectual property rights. Although we do not believe
that we are infringing on any patent rights, patent holders may claim that we
are doing so. Any such claim would likely be time-consuming and expensive to
defend, particularly if we are unsuccessful, and could prevent us from selling
our products or services. In addition, we may also be forced to enter into
costly and burdensome royalty and licensing agreements.

OUR TWO OFFICERS CONTROL A SIGNIFICANT PERCENTAGE OF OUR CAPITAL STOCK AND HAVE
SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE
MATTERS.

         As of March 30, 2007, Jerome R. Mahoney and Mark Meller, our
Non-Executive Chairman of the Board of Directors and our President,
respectively, collectively owned approximately 78% of our outstanding shares of
our Class A common stock (assuming the conversion of outstanding debt into
shares of Class A common stock and/or Class B common stock). Mr. Mahoney and Mr.
Meller may be able to influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership, which is not subject to any
voting restrictions, could limit the price that investors might be willing to
pay for our Class A common stock. In addition, Mr.

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Mahoney and Mr. Meller are in a position to impede transactions that may be
desirable for other stockholders. They could, for example, make it more
difficult for anyone to take control of us.

OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT
OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE.

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.

THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

WE FACE INTENSE PRICE-BASED COMPETITION FOR LICENSING OF OUR PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market. Price
competition may continue to increase and become even more significant in the
future, resulting in reduced profit margins.

IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR NON-EXECUTIVE
CHAIRMAN OF THE BOARD OF DIRECTORS OR CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY
SUFFER.

         We are dependent on our key officers, Jerome R. Mahoney and Mark
Meller, our Non-Executive Chairman of the Board of Directors and our Chief
Executive Officer, respectively, and our key employees in our operating
subsidiary, specifically Jeffrey Roth, Lynn Berman, and Gary Berman. The loss of
any of our key personnel could materially harm our business because of the cost
and time necessary to retain and train a replacement. Such a loss would also
divert management attention away from operational issues. In an attempt to
minimize the effects of such loss, we presently maintain a $1,000,000 key-man
term life insurance policies on Mr. Roth, Ms. Berman and Mr. Berman.

OUR NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS MAY HAVE CONFLICTS OF
INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE FOR RESOLVING ANY SUCH
CONFLICTS IN THE FUTURE.

         As of December 31, 2006, our Non-Executive Chairman of the Board of
Directors, Jerome R. Mahoney, will have the right to convert $74,395 of
indebtedness into 74,395 shares of

                                       14
<PAGE>

Class B common stock of Trey Resources, which will be convertible into an
indeterminable number of shares of Class A common stock of Trey Resources. This
could create, or appear to create, potential conflicts of interest when our
Non-Executive Chairman is faced with decisions that could have different
implications for Trey Resources. Examples of these types of decisions might
include any of the potential business acquisitions made by us or the resolution
of disputes arising out of the agreements governing the relationship between
iVoice and us following the distribution. Also, the appearance of conflicts,
even if such conflicts do not materialize, might adversely effect the public's
perception of us following the distribution. Furthermore, we do not have any
formal procedure for resolving any such conflicts of interest if they do arise.


OUR SECURITIES

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

EXISTING STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
SHARES UNDER THE CORNELL DEBENTURES.

         The sale of shares of Class A Common Stock pursuant to the terms of the
Cornell Debentures will have a dilutive impact on our stockholders. As a result,
our net income per share could decrease in future periods, and the market price
of our Class A Common Stock could decline. In addition, for a given advance, we
will need to issue a greater number of shares of Class A Common Stock under the
Cornell Debentures as our stock price declines. If our stock price is lower,
then our existing stockholders would experience greater dilution. [See
"Liquidity and Capital Resources" in Item 6. Management's Discussion and
Analysis or Plan of Operation.]


THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES WILL PAY LESS THAN THE
THEN-PREVAILING MARKET PRICE OF OUR CLASS A COMMON STOCK.

         The Class A Common Stock to be issued under the Cornell Debentures will
be issued at ninety percent (90%) of the lowest Closing Bid Price of the Common
Stock during the thirty (30) days trading days immediately preceding the
Conversion Date, as quoted by Bloomberg, LP. These discounted sales could cause
the price of our Class A Common Stock to decline.

         Further, because the investor under the Cornell Debentures will acquire
our Class A Common Stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our Class A Common Stock declines. [See
"Liquidity and Capital Resources" in Item 6. Management's Discussion and
Analysis or Plan of Operation.]

                                       15
<PAGE>

THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES INTEND TO SELL THEIR SHARES OF
CLASS A COMMON STOCK IN THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE
TO DECLINE.

         The investors holding our convertible debentures intend to sell the
shares of Class A Common Stock in the public market. That means that up to
1,478,404,375 shares of Class A Common Stock may be sold. Such sales may cause
our stock price to decline.

THE SALE OF OUR CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THE CORNELL
DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE
TO THE FURTHER DECLINE OF OUR STOCK PRICE.

         The significant downward pressure on the price of our Class A Common
Stock caused by the sale of material amounts of Class A Common Stock under the
Cornell Debentures could encourage short sales by third parties. Such an event
could place further downward pressure on the price of our Class A Common Stock.

THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK COULD RESULT IN A CHANGE OF
CONTROL.

         We have previously registered for resale 1,478,404,375 shares of Class
A Common Stock. These shares represent approximately 91% of our outstanding
Class A Common Stock, and we anticipate all such shares will be sold from that
offering. If all or a significant block of these shares are held by one or more
stockholders working together, then such stockholder or stockholders would have
enough shares to assume control of Trey by electing its or their own directors.

OUR CLASS A COMMON STOCK IS THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO
WHICH A MORE ACTIVE TRADING MARKET WILL DEVELOP.

         Our Class A Common Stock is thinly traded compared to larger more
widely known companies. Thinly traded Class A Common Stock can be more volatile
than common stock trading in an active public market. We cannot predict the
extent to which an active public market for the Class A Common Stock will
develop or be sustained after this offering.

WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO ACCESS EXTERNAL FUNDING WHEN
NEEDED.

         We currently depend on external financing to fund our operations, and
we have no current plans to obtain other financing. We cannot assure you that we
will be able to obtain such financing on favorable terms, in sufficient amounts,
or at all, when needed. Our inability to obtain sufficient financing would have
an immediate material adverse effect on us, and our business, financial
condition and results of operations.

THE PRICE OF OUR STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY.

         There has been a limited public market for our Class A common stock and
there can be no assurance that an active trading market for our stock will
continue. An absence of an active

                                       16
<PAGE>

trading market could adversely affect our
stockholders' ability to sell our Class A common stock in short time periods, or
possibly at all. Our Class A common stock has experienced, and is likely to
experience in the future, significant price and volume fluctuations which could
adversely affect the market price of our stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our Class A common stock to
fluctuate substantially.

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

         Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock:

         o    With a price of less than $5.00 per share

         o    That are not traded on a "recognized" national exchange;

         o    Whose prices are not quoted on the NASDAQ automated quotation
              system (NASDAQ listed stock must still have a price of not less
              than $5.00 per share); or

         o    In issuers with net tangible assets less than $2.0 million (if
              the issuer has been in continuous operation for at least three
              years) or $5.0 million (if in continuous operation for less than
              three years), or with average revenues of less than $6.0 million
              for the last three years.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor.

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate. As of March 30, 2007, approximately 13,275,588
shares of our Class A Common Stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, as amended
(the "Securities Act"), upon compliance with Rule 144 of the Securities Act, or
pursuant to another exemption from registration.

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

                                       17
<PAGE>

         We have reserved for issuance shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of March 30, 2007, we had all of our remaining 9,845,845,874 authorized
shares available for future issuance, of which approximately 1,511,815,826 are
reserved.


ITEM 2. DESCRIPTION OF PROPERTY.

         We do not own any real property for use in our operations or otherwise.
On June 10, 2005, we consolidated our two New Jersey offices and moved into
6,986 square feet of space at 5 Regent Street, Livingston, NJ 07039 at a monthly
rent of $7,423. In addition, we continue to lease 1,090 square feet of space in
Clifton, NJ at a monthly rent of $1,998. Effective March 15, 2005, we entered
into a lease for 621 square feet of space at 900 Walt Whitman Road, Melville, NY
11747 at a monthly rent of $932. On October 30, 2006, we entered into a one-year
lease for office space at 1902 Wright Place, Carlsbad, CA 92008, at a monthly
rent of $567. On June 2, 2006, the Company entered into a two-year lease for
office space at 6834 Buckley Road, North Syracuse, New York, at a monthly rent
of $1,800. We use our facilities to house our corporate headquarters and
operations and believe our facilities are suitable for such purpose. We also
believe that our insurance coverage adequately covers our interest in our leased
space. We have a good relationship with our landlords. We believe that these
facilities will be adequate for the foreseeable future.


ITEM 3. LEGAL PROCEEDINGS.

         We are subject to litigation from time to time arising from our normal
course of operations. Currently, there are no open litigation matters relating
to our products, product installations or technical services provided.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the fiscal year ended December 31, 2006, no matters were
submitted to a vote of security holders.


REPORTS TO SECURITY HOLDERS

         We are a "reporting company" under the Securities Exchange Act of 1934,
as amended, and we file reports with the Securities and Exchange Commission. In
this regard, the Company files Quarterly Reports on Form 10-QSB, Annual Reports
on Form 10-KSB and as required, files Current Reports on Form 8-K.

         The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public

                                       18
<PAGE>

Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Commission. The Internet address of the Commission's site is
(http://www.sec.gov).

         Our executive offices are located at 5 Regent Street, Suite 520,
Livingston, NJ 07039 and our telephone number is (973) 758-9555.
























                                       19
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

         Our Class A common stock, $0.00001 par value, is quoted on the NASD OTC
Bulletin Board under the symbol "TYRIA." The following table shows the high and
low closing prices for the periods indicated.

                                                   High                   Low
         2005

         First Quarter                            $0.046                 $0.023
         Second Quarter                           $0.027                 $0.011
         Third Quarter                            $0.043                 $0.016
         Fourth Quarter                           $0.018               $0.00963

         2006

         First Quarter                          $0.01488                $0.0080
         Second Quarter                          $0.0200                $0.0090
         Third Quarter                           $0.0110                $0.0064
         Fourth Quarter                          $0.0080                $0.0055

The quotations listed above reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions


HOLDERS OF COMMON EQUITY.

         As of April 2, 2007, the number of record holders of our common shares
was approximately 684.


DIVIDEND INFORMATION.

         To date, the Company has never paid a cash dividend. We have no plans
to pay any dividends in the near future. We intend to retain all earnings, if
any, for the foreseeable future, for use in our business operations.


SALES OF UNREGISTERED SECURITIES.

         In the year ending December 31, 2006, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933:

                                       20
<PAGE>

         o    On February 27, 2006, the Company issued 4,347,826 shares of its
              Class A common stock to Jodie Katz pursuant the Asset Purchase
              Agreement for Wolen Katz Associates. These securities have been
              issued with a restrictive legend.

         o    On May 30, 2006, the Company issued 6,000,000 shares of Class A
              common stock pursuant to the asset purchase agreement with
              Patrick J. Anson, Crandall Melvin III and Michelle Paparo.

         We relied upon the exemption provided in Section 4(2) of the Securities
Act and/or Rule 506 thereunder, which cover "transactions by an issuer not
involving any public offering," to issue securities discussed above without
registration under the Securities Act of 1933. The Company made a determination
in each case that the person to whom the securities were issued did not need the
protections that registration would afford. The certificates representing the
securities issued displayed a restrictive legend to prevent transfer except in
compliance with applicable laws, and our transfer agent was instructed not to
permit transfers unless directed to do so by our Company, after approval by our
legal counsel. The Company believes that the investors to whom securities were
issued had such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the prospective investment. The
Company also believes that the investors had access to the same type of
information as would be contained in a registration statement.

DESCRIPTION OF SECURITIES

         Pursuant to our certificate of incorporation, as amended, we are
authorized to issue up to: 10,000,000,000 shares of Class A common stock, par
value $0.00001 per share; 50,000,000 shares of Class B common stock, par value
$.00001 per share; 20,000,000 shares of Class C common stock, par value
$0.00001; and 1,000,000 shares of preferred stock, par value of $1.00 per share.
Below is a description of Trey Resources' outstanding securities, including
Class A common stock, Class B common stock, options, warrants and debt.

CLASS A COMMON STOCK

         Each holder of our Class A Common Stock is entitled to one vote for
each share held of record. Holders of our Class A Common Stock have no
preemptive, subscription, conversion, or redemption rights. There are
10,000,000,000 shares authorized and 160,261,297 issued and outstanding at
December 31, 2006. Upon liquidation, dissolution or winding-up, the holders of
Class A Common Stock are entitled to receive our net assets pro rata. Each
holder of Class A Common Stock is entitled to receive ratably any dividends
declared by our board of directors out of funds legally available for the
payment of dividends. We have not paid any dividends on our Common Stock and do
not contemplate doing so in the foreseeable future. We anticipate that any
earnings generated from operations will be used to finance our growth.

                                       21
<PAGE>

CLASS B COMMON STOCK

         Each share of Class B Common Stock has voting rights equal to 100
shares of Class A Common Stock. Holders of Class B Common Stock are entitled to
receive dividends in the same proportion as the Class B Common Stock conversion
and voting rights have to Class A Common Stock. There are 50,000,000 shares
authorized and 0 shares issued and outstanding as of December 31, 2006. A holder
of Class B Common Stock has the right to convert each share of Class B Common
Stock into the number of shares of Class A Common Stock determined by dividing
the number of Class B Common Stock being converted by a 50% discount of the
lowest price that Trey had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions.

CLASS C COMMON STOCK

         Each holder of our Class C Common Stock is entitled to 1 vote for each
1,000 shares held of record. Holders of our Class C Common Stock have no
preemptive, subscription, conversion, or redemption rights. Shares of Class C
Common Stock are not convertible into Class A Common Stock. There are 20,000,000
shares authorized and 0 shares issued and outstanding as of December 31, 2006.
Upon liquidation, dissolution or winding-up, the holders of Class C Common Stock
are not entitled to receive our net assets pro rata. We have not paid any
dividends on our common stock and do not contemplate doing so in the foreseeable
future. We anticipate that any earnings generated from operations will be used
to finance our growth.

PREFERRED STOCK

         Trey filed an amendment to its certificate of incorporation,
authorizing the issuance of 1,000,000 shares of Preferred Stock, par value $1.00
per share. As of December 31, 2006, Trey has not issued any shares of Preferred
Stock.

         Our board of directors is authorized (by resolution and by filing an
amendment to our certificate of incorporation and subject to limitations
prescribed by the General Corporation Law of the State of Delaware) to issue,
from to time, shares of Preferred Stock in one or more series, to establish from
time to time the number of shares to be included in each series, and to fix the
designation, powers, preferences and other rights of the shares of each such
series and to fix the qualifications, limitations and restrictions thereon,
including, but without limiting the generality of the foregoing, the following:

         o    the number of shares constituting that series and the distinctive
              designation of that series;

         o    the dividend rate on the shares of that series, whether dividends
              are cumulative, and, if so, from which date or dates, and the
              relative rights of priority, if any, of payment of dividends on
              shares of that series;

         o    whether that series has voting rights, in addition to voting
              rights provided by law, and, if so, the terms of those voting
              rights;

         o    whether that series has conversion privileges, and, if so, the
              terms and conditions of conversion, including provisions for
              adjusting the conversion rate in such events as our board of
              directors determines;

                                       22
<PAGE>

         o    whether or not the shares of that series are redeemable, and, if
              so, the terms and conditions of redemption, including the dates
              upon or after which they are redeemable, and the amount per share
              payable in case of redemption, which amount may vary under
              different conditions and at different redemption dates;

         o    whether that series has a sinking fund for the redemption or
              purchase of shares of that series, and, if so, the terms and
              amount of that sinking fund;

         o    the rights of the shares of that series in the event of voluntary
              or involuntary liquidation, dissolution or winding up of Trey,
              and the relative rights of priority, if any, of payment of shares
              of that series; and

         o    any other relative powers, preferences and rights of that series,
              and qualifications, limitations or restrictions on that series.

         If we liquidate, dissolve or wind up our affairs, whether voluntarily
or involuntarily, the holders of Preferred Stock of each series will be entitled
to receive only that amount or those amounts as are fixed by the certificate of
designations or by resolution of the board of directors providing for the
issuance of that series.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         In September 2004, the Board of Directors adopted the Trey Resources,
Inc. 2004 Stock Incentive Plan (the "Stock Incentive Plan") in order to attract
and retain qualified employees, directors, independent contractors or agents of
Trey Resources, Inc. Under the Stock Incentive Plan, the Board of Directors, in
its discretion may grant stock options (including non-statutory stock options
and incentive stock options qualifying under Section 422 of the Code), stock
appreciation rights (including free-standing, tandem and limited stock
appreciation rights), warrants, dividend equivalents, stock awards, restricted
stock, phantom stock, performance shares or other securities or rights to
employees, directors, independent contractors or agents to purchase the
Company's common stock at no less than 50% of the market price on the date the
option is granted. As of December 31, 2006, there were 75,000 options and
warrants to purchase 7,000,000 shares of Class A common stock outstanding. None
of these options or warrants was exercised during 2006.

         In September 2004, the Board of Directors adopted the Trey Resources,
Inc. 2004 Directors' and Officers' Stock Incentive Plan (the "Directors' and
Officers' Plan") in order to attract and retain qualified directors and officers
of Trey Resources, Inc. Under the Directors' and Officers' Plan, the Board of
Directors, in its discretion may grant stock options (including non-statutory
stock options and incentive stock options qualifying under Section 422 of the
Code), stock appreciation rights (including free-standing, tandem and limited
stock appreciation rights), warrants, dividend equivalents, stock awards,
restricted stock, phantom stock, performance shares or other securities or
rights to employees, directors, independent contractors or agents to purchase
the Company's common stock at no less than 50% of the market price on the date
the option is granted.

                                       23
<PAGE>

                            EQUITY COMPENSATION PLANS
<TABLE><CAPTION>
                                Number of securities to be
                                 issued upon exercise of    Weighted average exercise      Number of securities
                                 outstanding options and       price of outstanding       remaining available for
        Plan category                    rights                 options and rights            future issuance
                                           (a)                         (b)                          (c)
<S>                                        <C>                        <C>                           <C>
Equity compensation plans                   0                          n/a                           0
approved by security holders

Equity compensation plans
not approved by security
holders.                                    0                          n/a                           0

Total                                       0                          n/a                           0
</TABLE>

OPTIONS AND STOCK AWARDS

         During the fiscal year ended December 31, 2004, the Company adopted the
Trey Resources, Inc. 2004 Stock Incentive Plan (the "Stock Incentive Plan") to:
(i) provide long-term incentives and rewards to employees, directors,
independent contractors or agents the Company and its subsidiaries; (ii) assist
the Company in attracting and retaining employees, directors, independent
contractors or agents with experience and/or ability on a basis competitive with
industry practices; and (iii) associate the interests of such employees,
directors, independent contractors or agents with those of the Company's
stockholders. The Board of Directors authorized the issuance of up to 2.4
million shares of Class A common stock under the Stock Incentive Plan. In 2005,
the Board of Directors amended this plan to increase the authorized number of
shares to 20 million Class A Common Stock. In 2006, the Board of Directors
adopted an Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan
which provided that the Board of Directors may authorize the grant and issuance
of up to twenty percent (20%) of the outstanding number of Class A Common Stock
shares, from time to time.

    During 2006, the following securities were issued pursuant to this Plan:

         o    On April 20, 2006, May 19, 2006 and September 15, 2006, the
              Company issued the aggregate of 6,900,000 shares of Class A
              common stock for compensation and bonuses to employees.

         o    On May 16, 2006, the Company issued 2,400,000shares of Class A
              common stock to a Lawrence A. Muenz, partner of Meritz & Muenz
              LLP, for legal services provided in the prior year.



     During 2005, the following securities were issued pursuant to this Plan:

         o    On March 2, 2005 and December 16, 2005, the Company issued the
              aggregate of 9,318,611 shares of Class A common stock for
              compensation and bonuses to employees.

         o    On July 15, 2005, the Company issued 2,223,746 shares of Class A
              common stock to a Lawrence A. Muenz, partner of Meritz & Muenz
              LLP, for legal services provided in the prior year.


         During the fiscal year ended December 31, 2004, and as amended, the
Company adopted the Trey Resources, Inc. 2004 Directors' and Officers' Stock
Incentive Plan (the "Directors' and

                                       24
<PAGE>

Officers' Plan") is to (i) provide long-term incentives and rewards to officers
and directors the Company and its subsidiaries; (ii) assist the Company in
attracting and retaining officers and directors with experience and/or ability
on a basis competitive with industry practices; and (iii) associate the
interests of such officers and directors with those of the Company's
stockholders. The Board of Directors authorized the issuance of up to 2.4
million shares of Class A common stock under the Directors' and Officers' Plan.
In 2005, the Board of Directors amended this plan to increase the authorized
number of shares to 20 million Class A Common Stock. In 2006, the Board of
Directors adopted an Amended and Restated Trey Resources, Inc. 2004 Directors'
and Officers' Plan which provided that the Board of Directors may authorize the
grant and issuance of up to twenty percent (20%) of the outstanding number of
Class A Common Stock shares, from time to time.


     During 2006, the following securities were issued pursuant to this Plan:

         o    At various times during the year ended December 31, 2006, the
              Company issued 6,212,208 shares of Class A common stock for
              repayment of accrued salaries for two officers of the Company.


     During 2005, the following securities were issued pursuant to this Plan:

         o    On February 16, 2005, the Company issued 270,270 shares of Class
              A common stock to a previous officer of iVoice, Inc. per the
              spin-off agreement.


         o    At various times during the year ended December 31, 2005, the
              Company issued 11,662,792 shares of Class A common stock for
              repayment of accrued salaries for two officers of the Company.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

         This discussion and analysis of financial condition and results of
operations should be read in conjunction with our Financial Statements included
in this filing.


SEPARATION FROM IVOICE

         Trey was incorporated under the laws of the State of Delaware on
October 3, 2002, as a wholly owned subsidiary of iVoice, Inc. Trey had no
material assets or activities until the

                                       25
<PAGE>

contribution of the Automatic Reminder software business which was transferred
to Trey pursuant to the spin-off transaction of Trey from iVoice. Since the
spin-off, which occurred on February 11, 2004, Trey has been an independent
public company, with iVoice having no continuing ownership interest in Trey.

         Trey's consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States,
and reflect the historical financial position, results of operations, and cash
flows. The financial information included in this filing, however, is not
necessarily indicative of what Trey's results of operations or financial
position would have been had it operated as an independent company during the
comparative period presented, nor is it necessarily indicative of its future
performance as an independent company.

PLAN OF OPERATION

         Up until its acquisition of SWK, Inc. ("SWK") on June 2, 2004, the
Company was solely engaged in the design, manufacture, and marketing of
specialized telecommunication equipment. As a result of a spin-off transaction
from iVoice, Inc., Trey was assigned the iVoice corporate assets, liabilities
and expenses related to the Automatic Reminder software business. Trey
Resources' plan of operation pursuant to its spin-off from its former parent
company was to market and sell the Automatic Reminder software product. With the
acquisition of SWK and as part of its plan to expand into new markets, the Board
of Directors decided that Trey will focus on the business software and
information technology consulting market, and is looking to acquire other
companies in this industry. SWK Technologies, Inc., Trey's wholly owned
subsidiary and the surviving company from the acquisition and merger with SWK,
Inc., is a New Jersey-based information technology company, value added
reseller, and master developer of licensed accounting software published by Sage
Software, Inc. SWK Technologies also publishes its own proprietary supply-chain
software, the integrated Electronic Data Interchange (EDI) solution "MAPADOC".
SWK Technologies sells and services products to various end users,
manufacturers, wholesalers and distribution industry clients located throughout
the United States.

         On June 2, 2006, SWK Technologies, Inc. completed the acquisition of
certain assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best
Consulting, Inc. is an information technology company and value added reseller
of licensed accounting software published by Sage Software. AMP-Best Consulting,
Inc. sells services and products to various end users, manufacturers,
wholesalers and distribution industry clients located throughout the United
States, with special emphasis on companies located in the upstate New York
region.

         Management is uncertain whether it can generate sufficient cash to
sustain its operations in the next twelve months, or beyond. It is unclear
whether the acquisition of SWK, Inc, will result in a successful operating
business, and management can give no assurances that we will be able to generate
sufficient revenues to be profitable, obtain adequate capital funding or
continue as a going concern.

DECEMBER 31, 2006 COMPARED TO DECEMBER 31, 2005

                                       26
<PAGE>

         Up until its acquisition of SWK, Inc. ("SWK") on June 2, 2004, the
Company was solely engaged in the design, manufacture, and marketing of
specialized telecommunication equipment. As a result of a Spin-off, Trey was
assigned the iVoice corporate assets, liabilities and expenses related to the
Automatic Reminder software business. Trey Resources' plan of operation pursuant
to its spin-off from its former parent company was to market and sell the
Automatic Reminder software product. With the acquisition of SWK and as part of
its plan to expand into new markets, the Board of Directors decided that Trey
will focus on the business software and information technology consulting
market, and is looking to acquire other companies in this industry. SWK
Technologies, Inc., Trey's wholly owned subsidiary and the surviving company
from the acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master developer of
licensed accounting software published by Sage Software. SWK Technologies also
publishes its own proprietary supply-chain software, the Electronic Data
Interchange (EDI) solution "MAPADOC". SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and distribution
industry clients located throughout the United States.

         Revenues for the fiscal year ended December 31, 2006, totaled
$6,585,883, an increase of $2,405,808, or 57.6%. These sales were all generated
by the Company's operating subsidiary, SWK Technologies ("SWKT"). SWKT sales
increased as the result of increased focus by management on marketing and sales
across all its product lines, as well as a contribution to sales from AMP-Best
Consulting, Inc, which SWKT acquired on June 2, 2006.

         The gross profit for the year ended December 31, 2006 of $2,484,483
represents the gross profit of SWK. As a percentage of sales, gross profit
margin was 37.7% for the year period ending December 31, 2006. Gross profit for
the year ended December 31, 2005 was $1,455,669 and 34.8% of sales. Total gross
profit increased by $1,028,814 when compared to the prior year. The mix of
products being sold by the company changes from time to time, such that the
overall gross margin percentage marginally increased. Sales of the larger Sage
Software products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases, while consulting and network services
typically carry higher gross margins.

         Total operating expenses were $4,215,601for the year ending December
31, 2006, an increase of $896,744 over the prior year period ending December 31,
2005, which totaled $3,318,857. The increase is primarily a result of SWKT
increased selling and marketing expenses for salaries and benefits as management
increased headcount necessary to increase sales and to support higher sales
volumes, write off impairment of goodwill of $700,940 and amortization of
intangible assets related to customer lists purchased of $97,580.

         Other expenses for the year ended December 31, 2006 were $590,455, an
increase of $44,999 over the year period ending December 31, 2005. The increase
in other expenses primarily reflects the gain on the revaluation of derivatives
of $770,564, an increase $121,503 in the gain on sales of securities available
for sale, and a decrease in the write off of financing costs in the amount of
$224,255. These changes were offset by an increase of $77,989 in interest
expense on outstanding indebtedness, an increase of $717,557 in amortization of
debt conversion discounts, a decrease in gain on sale of assets of $191,497 and
a decrease of $174,278 in other income, due to the write-off of liquidated
damages on the Cornell Investor Registration Rights Agreement.

                                       27
<PAGE>

         Net loss for the year ending December 31, 2006 was $2,321,573 as
compared to net loss of $2,408,644 for the year ending December 31, 2005. The
decrease in net loss of $87,071 for the respective periods was a result of the
factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

         We are currently seeking additional operating income opportunities
through potential acquisitions or investments similar to the transaction with
SWK, Inc., Business Tech Solutions Group, and AMP-Best Consulting, Inc. Such
acquisitions or investments may consume cash reserves or require additional cash
or equity. Our working capital and additional funding requirements will depend
upon numerous factors, including: (i) strategic acquisitions or investments;
(ii) an increase to current company personnel; (iii) the level of resources that
we devote to sales and marketing capabilities; (iv) technological advances; and
(v) the activities of competitors.

         To date, Trey has incurred substantial losses, and will require
financing for working capital to meet its operating obligations. While we have
recently raised sufficient working capital to fund our operations for what we
believe should be sufficient for the next 12 months, we will subsequently need
to raise additional capital to fund our future operations. We anticipate that we
will require financing on an ongoing basis for the foreseeable future.

         In January, 2003, the Company entered into a subscription agreement
with certain accredited investors to issue $250,000 in convertible debentures,
with interest payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in
convertible debentures to 4 individual investors under the subscription
agreement. On September 19, 2003, Trey issued $100,000 in convertible debentures
to Cornell Capital Partners, LP. ("Cornell Capital Partners") pursuant to the
subscription agreement. The debentures are convertible into shares of Class A
Common Stock at a price equal to either (a) an amount equal to one hundred
twenty percent (120%) of the closing bid price of the Class A Common Stock as of
the closing date of the registration of shares or (b) an amount equal to eighty
percent (80%) of the average closing bid price of the Class A Common Stock for
the four trading days immediately preceding the conversion date. The convertible
debentures have a term of two years with all accrued interest due at the
expiration of the term. At our option, these debentures may be paid in cash or
redeemed at a 20% premium prior to April 2004. As of December 31, 2006, $15,000
remained due on the principal and $3,923 was due for accrued interest on these
debentures.

         On December 30, 2005, the Company entered into a Securities Purchase
Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant to such
purchase agreement, Cornell shall purchase up to $2,359,047 of secured
convertible debentures which shall be convertible into shares of the Company's
Class A common stock. Pursuant to the Securities Purchase Agreement, two Secured
Convertible Debentures were issued on December 30, 2005 for an aggregate of
$1,759,047. A portion of this financing was used to convert promissory notes and
accrued interest therefrom equal to $1,159,047 into new secured convertible
debentures and the balance was new financing in the form of secured convertible
debentures equal to $600,000 with interest payable at the rate of 7.5% per annum
to be issued and sold on the closing of this Securities

                                       28
<PAGE>

Purchase Agreement and a second secured convertible debenture equal to $600,000
with interest payable at the rate of 7.5% per annum to be issued and sold two
business days prior to the filing of the registration statement that will
register the common stock shares issuable upon conversion of the secured
convertible debentures. The debentures are due on December 30, 2007 and May 2,
2008, respectively, and carry an interest rate of 7.5% per annum. The principal
and accrued interest on the debentures are convertible into shares of Class A
Common Stock at a price per share equal to 90% of the lowest closing bid price
of our Class A Common Stock for the thirty trading days immediately preceding
conversion. The aggregate balance due of the Cornell debentures at December 31,
2006 is $2,466,608 for principal and interest.

         In March 2003, Trey issued an aggregate of $40,000 in convertible
debentures to Elma S. Foin, Darryl A. Moy, Henry Tyler and Steven R. LeMott.
These debentures are convertible into shares of Class A Common Stock at a price
equal to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the Class A Common Stock as of the closing date of the
distribution or (b) an amount equal to eighty percent (80%) of the average
closing bid price of the Class A Common Stock for the four trading days
immediately preceding the conversion date. These convertible debentures accrue
interest at a rate of 5% per year and are convertible at the holder's option.
These convertible debentures have a term of two years with all accrued interest
due and payable at the end of the term. On December 31, 2006, the balance on
these debentures is $15,000.

         In connection with the acquisition of SWK, Inc. Trey has assumed a
total of $664,642 in liabilities and has borrowed an additional $35,000 from an
unrelated third party. Of the liabilities assumed, a total of $216,372 was
repaid by Trey at the closing and the $35,000 note is being paid at the rate of
$1,500 per week. As of December 31, 2006, the entire balance on this note was
paid in full.

         Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of
$324,000 in liabilities from iVoice and iVoice assigned to Trey assets having an
aggregate book value of $9,000. Trey believes that the fair value of these
assets may be greater than the book value, although it has not undertaken an
appraisal. The assumed obligations are described below.

         Trey assumed an outstanding promissory note in the amount of $250,000
payable to Jerry Mahoney in exchange for the assets it received pursuant to the
Spin-Off of the Automatic Reminder business. This amount is related to funds
loaned to iVoice and unrelated to the operations of Trey. Trey, for value
received, promised to pay Mr. Mahoney the principal sum of $250,000 at the rate
of 9.5% per annum on the unpaid balance until paid or until default. Interest
payments are due annually. At the time of default (if any) the interest rate
shall increase to 20% until the principal balance has been paid. Under the terms
of the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. At December 31, 2006, the principal on this note was
$25,819 and accrued interest was $48,576.

                                       29
<PAGE>

         Mr. Mahoney agreed to forego receiving any shares he would have been
entitled to receive in the Spin-Off by virtue of his ownership of either iVoice
Class A or Class B Common Stock.

         Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for
amounts due for unpaid salary from iVoice. This amount is related to services
provided to iVoice and unrelated to the operations of Trey. However, because Mr.
Whalen assisted in the preparation of the financial statements and footnotes
related to the spin-off, Trey assumed this obligation to Kevin Whalen. A portion
of the obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of December 31,
2006, Mr. Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
leaving a balance due of $49,500.

         Trey has entered into employment contracts with its Non-Executive
Chairman of the Board of Directors. As consideration, Trey agreed to pay Mr.
Mahoney the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Mahoney provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Mahoney shall have been employed by Trey) should
his employment be terminated following a change in control, as defined in the
employment agreement. Mr. Mahoney is also to be paid the sum of $350,000 as a
result of the completion of the Spin-Off.

         On September 15, 2003, Trey entered into an employment agreement with
Mr. Meller. He will serve as Trey's President, Chief Financial Officer and
Director for a term of five years. Mr. Meller was subsequently also appointed
Chief Executive Officer. As consideration, Trey agreed to pay Mr. Meller the sum
of $180,000 the first year with a 10% increase every year thereafter. The
employment agreement with Mr. Meller provides for a severance payment to him of
three hundred percent (300%), less $100, of his gross income for services
rendered to Trey in each of the five prior calendar years (or shorter period
during which Mr. Meller shall have been employed by Trey) should his employment
be terminated following a change in control, as defined in the employment
agreement. Mr. Meller is also to be paid the sum of $350,000 as a result of the
completion of the Spin-Off. In addition, Mr. Meller was awarded a cash bonus of
$114,800.

         Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the
$350,000 payments owed to each of them following the successful completion of
the spin-off, and Mr. Meller has further agreed to defer the receipt of the
$114,800 bonus payment granted him by the Board of Directors until management
believes it has sufficient cash resources to fund these obligations. Mr. Mahoney
and Mr. Meller may opt to receive payment of these obligations in the form of
Class A Common Stock or Class B Common stock in lieu of cash if they so choose.

         In the year ended December 31, 2006, SWK Technologies, Inc. drew down
$263,000 and repaid $$386,000 from its $250,000 line of credit with Bank of
America f/k/a Fleet National Bank. The secured line of credit bears interest at
prime plus 1% per annum, which can change with the changes in the prime rate.
Monthly payments of interest only in arrears shall be due and

                                       30
<PAGE>

payable on the 4th of each month and these have been paid. Principal shall be
due and payable on demand from Bank of America. This line of credit is also
fully guaranteed by the Company. As of December 31, 2006, the outstanding
balance payable to Fleet totaled $22,000.

         In connection with the acquisition of AMP-Best consulting, Inc., SWKT
issued a note in the amount of $380,000 to Crandall Melvin III and further
assumed a capitalized lease with M&T Bank in the amount of $88,153 for certain
furniture, fixtures, and equipment. At December 31, 2006, the principal on this
note was $371,386.

         During the year ended December 31, 2006, Trey had a net decrease in
cash of $643,541. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey used $979,161 in cash for operating
activities in the year ended December 31, 2006, an increase of $232,728 as
compared to $746,433 in cash used for operating activities in the year ended
December 31, 2005. The increase is primarily the result of the increased
accounts receivables on higher sales, payments of prior year franchise taxes and
the cash payments on related party accounts.

         CASH PROVIDED BY INVESTING ACTIVITIES. For the year ended December 31,
2006, cash provided by investing activities totaled $40,788 as compared to
$435,539 in cash used in investing activities in the year ended December 31,
2005. During 2006, the Company used $98,229 for the purchase and upgrade of
computers and network equipment, and business acquisition costs, offset by
$236,017 net proceeds realized from the sale of securities. In 2005, the company
used $435,539 in investing activities primarily for the investment of $328,695
in Voyager One, Inc. and $106,844 for the purchase of equipment and leasehold
improvements related to the office relocation in May.

         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the year
ended December 31, 2006 provided a total of $294,817 in cash as compared to
$1,852,330 in the year ended December 31, 2005. The 2006 increase primarily
consisted of net proceeds from the issuance of convertible debentures in the
amount of $540,000 and proceeds from capital leases of $60,835. This was offset
by repayments of related party loans of $142,445, $123,000 net repayments on the
SWKT line of credit and repayment of capital leases of $40,573. The 2005
increase primarily consisted of $1,741,195 in note payable proceeds representing
advances under the equity line of credit and convertible debentures with Cornell
Capital Partners and an additional borrowing of $145,000 from a secured line of
credit with Bank of America. In addition, some of the new equipment purchases
were financed by the supplier for a total of $27,344.

OFF BALANCE SHEET ARRANGEMENTS

         During fiscal 2006, we did not engage in any material off-balance sheet
activities or have any relationships or arrangements with unconsolidated
entities established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. Further, we have
not guaranteed any obligations of unconsolidated entities nor do we have any
commitment or intent to provide additional funding to any such entities.


ITEM 7. FINANCIAL STATEMENTS.

                                       31
<PAGE>

         The financial statements and notes of this Form 10-KSB appear after the
signature page to this Form 10-KSB.


ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         Management of the Company has evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the fiscal year covered by this
Annual Report on Form 10-KSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal year
covered by this Annual Report on Form 10-KSB are effective to provide reasonable
assurance that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission and that the information required to
be disclosed in the reports is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.

         Management of the Company has also evaluated, with the participation of
the Chief Executive Officer and Chief Financial Officer of the Company, any
change in the Company's internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
fiscal year covered by this Annual Report on Form 10-KSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal year covered by this Annual Report on
Form 10-KSB that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                       32
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.


            The Company has three directors and one principal officer. Listed
below is certain information concerning individuals who currently serve as
directors and executive officers of the Company.

                                                      Period Served as
Name                 Age      Position                Officer\Director
----                 ---      --------                ----------------

Jerome R. Mahoney    46       Non-Executive           1-1-03 to present
                              Chairman of
                              the Board of
                              Directors

Mark Meller          47       President, Chief        9-15-03 to present
                              Executive Officer,
                              Chief Financial
                              Officer and Director

John C. Rudy         61       Director                6-9-05 to present


         JEROME R. MAHONEY. Mr. Mahoney has been our Non-Executive Chairman of
the Board of Directors since January 1, 2003. Mr. Mahoney started at Executone
Information Systems, a telephone systems manufacturer, and was Director of
National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express,
Inc., a New York company that sold voicemail systems and telephone system
service contracts and installed these systems. Mr. Mahoney sold Voice Express
Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of IVS Corp., and
on December 17, 1997, he established International Voice Technologies, which was
merged with iVoice, Inc. on May 21, 1999. Since May 21, 1999, Mr. Mahoney has
served as President and CEO of iVoice, Inc., which was the parent of Trey
Resources before the spin-off in February 2004. Since August 2004, Mr. Mahoney
has served as Non-Executive Chairman of the Board of Directors of SpeechSwitch,
Inc. Since August 2004 through February 2007, Mr. Mahoney has served as
Non-Executive Chairman of the Board of Directors of Deep Field Technologies,
Inc. Mr. Mahoney has served as President, Chief Executive Officer, Secretary and
Director of iVoice Technology, Inc., since August 30, 2006. From August 2004
through August 2006, Mr. Mahoney served as iVoice Technology's Non-Executive
Chairman of the Board. Since December 2004, Mr. Mahoney has served as
Non-Executive Chairman of the Board of Directors of MM2 Group, Inc. Mr. Mahoney
received a B.A. in finance and marketing from Fairleigh Dickinson University,
Rutherford, N.J. in 1983.

         MARK MELLER. Mr. Meller has been the President, Chief Financial Office
and Director of the Company, since September 15, 2003, and was further appointed
Chief Executive Officer on

                                       33
<PAGE>

September 1, 2004. From November 2004 through February 2007, Mr. Meller served
as President, Chief Executive Officer, Chief Financial Officer and Director of
Deep Field Technologies, Inc. Since October 2005, Mr. Meller has been the
President, Chief Executive Officer, Chief Financial Officer and Director of MM2
Group, Inc. From August 2005 to August 2006, Mr. Meller served as President,
Chief Executive Officer and Chief Financial Officer of iVoice Technology, Inc.
Since 1988, Mr. Meller has been Chief Executive Officer of Bristol Townsend &
Co., Inc., a New Jersey based consulting firm providing merger and acquisition
advisory services to middle market companies. From 1986 to 1988, Mr. Meller was
Vice President of Corporate Finance and General Counsel of Crown Capital Group,
Inc, a New Jersey based consulting firm providing advisory services for middle
market leveraged buy-outs (LBO's). Prior to 1986, Mr. Meller was a financial
consultant and practiced law in New York City. He is a member of the New York
State Bar.

         JOHN C. RUDY. Mr. Rudy has been our independent Board Member since June
9, 2005 and is the Chairman of the Audit Committee. Mr. Rudy's financial and
business operations career spans more than 35 years and covers a broad spectrum
of industries. Since 1992, Mr. Rudy has been President of Beacon Consulting
Associates, a firm of business consultants and accountants, with the objective
of providing "big business" financial, marketing and business strategy skills to
middle market businesses. From 1990 through 1992, he headed Coopers & Lybrand's
Turnaround Services practice for the New York Metropolitan area. Prior to that,
he was a Principal in a leveraged buyout firm and served as Chief Financial
Officer of Plymouth Lampston Stores Corporation, a chain of women's
ready-to-wear stores and a chain of hard goods variety stores. Mr. Rudy holds an
MBA degree from Emory University in Atlanta, Georgia, and is a Certified Public
Accountant in New York State.

         There are no agreements or understandings for the officer or directors
to resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person.

         For the year ended December 31, 2006, the Board held one meeting. In
addition, the Board acted through written unanimous consent in lieu of a meeting
on seven occasions.

AUDIT COMMITTEE

         The Audit Committee currently consists of Messrs. Mahoney and Rudy,
with Mr. Rudy serving as the Chairman of the committee. The Audit Committee has
one independent member that may be deemed a financial expert as defined in
ss.228.401(e) of the regulations promulgated by the SEC pursuant to the
Securities Exchange Act of 1934, as amended. Management is responsible for the
Company's internal controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with accounting principles
generally accepted in the United States and to issue a report thereon and as to
management's assessment of the effectiveness of internal controls over financial
reporting. The Audit Committee's responsibility is to monitor and oversee these
processes, although the members of the Audit Committee are not engaged in the
practice of auditing. The Audit Committee met once in 2006. The Board of
Directors approved an Audit Committee Charter on March 23, 2006. As of this
date, the Audit Committee operates pursuant to this Audit Committee Charter.

                                       34
<PAGE>

CORPORATE GOVERNANCE

DIRECTOR INDEPENDENCE

The Company's board of directors consists of Jerome R. Mahoney, Mark Meller and
John C. Rudy. Mr. Rudy is an "independent director" as such term is defined in
Section 4200(a)(15) of the NASDAQ Marketplace Rules.

AUDIT COMMITTEE

The Company's audit committee currently consists of Messrs. Rudy and Mahoney.
Mr. Rudy is an independent member of the audit committee under the independence
standards set forth in Section 4350(d)(2) of the NASDAQ Marketplace Rules. Mr.
Mahoney is not an independent member of the audit committee.

NOMINATING COMMITTEE

The Company does not have a standing nominating committee or a committee
performing similar functions, as the Board of Directors consists of only three
members, two of which who are not deemed independent. Due to the Company's size,
it finds it difficult to attract individuals who would be willing to accept
membership on the Company's Board of Directors. Therefore, with only three
members of the Board of Directors, the full Board of Directors would participate
in nominating candidates to the Board of Directors. The Company did not have an
annual meeting of shareholders in the past fiscal year.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         No person who was a director, officer, beneficial owner of more than
ten percent of any class of equity securities of the registrant registered
pursuant to section 12 ("Reporting Person") failed to file on a timely basis the
necessary reports, on Forms 3, 4, or 5, as required by section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years, except
for:

         Mark Meller sold an aggregate of 2,843,856 Class A Common Stock shares
during the period of January 3, 2006 and February 27, 2006, but did not disclose
these transactions on Form 4 until April 14, 2006. Mark Meller sold an aggregate
of 2,974,643 Class A Common Stock shares during the period of April 14, 2006 and
July 14, 2006, but did not disclose these transactions on Form 4 until September
14, 2006. Additionally, Mark Meller sold an aggregate of 1,050,000 Class A
Common Stock shares during the period of October 31, 2006 through November 7,
2006, but has not reported these transaction on Form 4. This disclosure will be
made within ten business days.

         Jerome Mahoney sold an aggregate of 2,968,490 Class A Common Stock
shares during the period of January 3, 2006 and February 27, 2006, but did not
disclose these transactions on Form 4 until April 14, 2006. Jerome Mahoney sold
an aggregate of 3,757,966 Class A Common Stock shares during the period of April
14, 2006 and July 14, 2006, but did not disclose these transactions on Form 4
until September 14, 2006. Additionally, Jerome Mahoney sold an aggregate of
1,050,000 Class A Common Stock shares during the period of October 31, 2006
through November 7, 2006, but has not reported these transaction on Form 4. This
disclosure will be made within ten business days.

                                       35
<PAGE>

CODE OF ETHICS.

         The Company has adopted a Code of Ethics for adherence by its Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller to ensure honest and ethical conduct; full, fair and proper
disclosure of financial information in the Company's periodic reports filed
pursuant to the Securities Exchange Act of 1934; and compliance with applicable
laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics
by mailing a request to the Company at the address appearing on the front page
of this Annual Report on Form 10-KSB.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
two completed fiscal years. The following information includes the dollar value
of base salaries and certain other compensation, if any, whether paid or
deferred. The executive officers of the company did not receive any stock award,
option award, non-equity incentive plan compensation, or nonqualified deferred
compensation earnings during the last two completed fiscal years.

                           SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
                                                     Stock    All Other      Total
Name and Position(s)    Year   Salary($)  Bonus(2)  Awards  Compensation  Compensation
--------------------    ----   ---------  --------  ------  ------------  ------------
<S>                     <C>    <C>         <C>        <C>        <C>        <C>
Jerome R. Mahoney (1)
    Non-Executive       2006   $239,580    $4,000     $0         $0         $243,580
    Chairman of the               (2)
    Board Of            2005   $217,800      $0       $0         $0         $217,800
    Directors                     (3)


Mark Meller (4)         2006   $224,153    $4,000     $0         $0         $228,153
    President, Chief              (5)
    Executive Officer,  2005   $203,775      $0       $0         $0         $203,775
    Chief Financial               (6)
    Officer
    and Director
</TABLE>

(1)      Mr. Mahoney has been serving as our President, Chief Executive Officer
         and Director since August 29, 2006. Prior to that time, Mr. Mahoney
         served as our Non-Executive Chairman of the Board since August 1, 2004.
         Mr. Mahoney's employment contract is for a term of five-years at a base
         salary of $180,000 in the first year with annual increases based on the
         Consumer Price Index every year thereafter.

(2)      $64,580 was accrued and unpaid in fiscal year 2006.

(3)      $50,300 was accrued and unpaid in fiscal year 2005.

(4)      Mr. Meller served as our President, Chief Executive Officer and Chief
         Financial Officer since September 13, 2003. Mr. Meller employment
         contract is for a term of five-years at a base salary of $180,000 in
         the first year with annual increases based on the Consumer Price Index
         every year thereafter.

(5)      $49,153 was accrued and unpaid in fiscal year 2006.

(6)      $36,275 was accrued and unpaid in fiscal year 2005.

                                       36
<PAGE>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The Company had no outstanding equity awards at the end of the most recent
completed fiscal year.

COMPENSATION OF DIRECTORS

Effective May 20, 2005, Mr. Rudy will receive $3,000 per quarter in cash and/or
Trey stock for his services. Prior to this date, we did not have any
arrangements to provide compensation to our non employee directors.

The following table sets forth compensation information for services rendered by
our non employee directors during the year ended December 31, 2006. The
following information includes the dollar value of fees earned or paid in cash
and certain other compensation, if any, whether paid or deferred. Our directors
did not receive any bonus, stock awards, option awards, non-equity incentive
plan compensation, or nonqualified deferred compensation earnings during the
last completed fiscal year.

                              DIRECTOR COMPENSATION


                                  Fees Earned       All Other         Total
                                   or Paid in      Compensation    Compensation
         Name                        Cash ($)           ($)             ($)
         ----                        --------           ---             ---

         John C. Rudy(2)             $12,000            $0            $12,000

(1)      Mr. Mahoney had served as our Non-Executive Chairman of the Board since
         January 1, 2003. His compensation during that period is included in the
         Executive Compensation Summary Table.

(2)      Mr. Rudy has been serving as our outside director since June 9, 2005 at
         a fee of $12,000 per year.


EMPLOYMENT CONTRACTS

         The Company has entered into employment contracts with its
Non-Executive Chairman of the Board of Directors. As consideration, the Company
agreed to pay Mr. Mahoney the sum of $180,000 the first year with a 10% increase
every year thereafter. The employment agreement with Mr. Mahoney provides for a
severance payment to him of three hundred percent (300%), less $100, of his
gross income for services rendered to Trey in each of the five prior calendar
years (or shorter period during which Mr. Mahoney shall have been employed by
Trey) should his employment be terminated following a change in control, as
defined in the employment agreement. Mr. Mahoney shall also be paid the sum of
$350,000 upon the completion of the Spin-Off.

                                       37
<PAGE>

         On September 15, 2003, the Company entered into an employment agreement
with Mr. Meller. He will serve as the Company's President and Chief Financial
Officer for a term of five years. As consideration, the Company agreed to pay
Mr. Meller the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Meller provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Meller shall have been employed by Trey) should
his employment be terminated following a change in control, as defined in the
employment agreement. Mr. Meller shall also be paid the sum of $350,000 upon the
completion of the Spin-Off, and compensation retroactive to August 1, 2003, at
the annual rate dictated by the terms of the employment agreement, as a result
of Trey Resources acquiring SWK, Inc. on June 2, 2004. This retroactive
compensation is equal to $147,534. In addition, Mr. Meller was awarded a cash
bonus of $114,800.

         Mr. Mahoney and Mr. Meller have agreed to defer the receipt of the
$350,000 payments owed to each of them for the successful completion of the
spin-off, plus any accrued but as yet unpaid salary, bonus, or benefits, until
management believes it has sufficient liquidity and capital resources to fund
these obligations. They have each agreed, however, to accept payment or partial
payment, from time to time, in the form of the Company's Class A Common Stock
and/or the Company's Class B Company Stock, at such time as the Board of
Directors determines to issue such shares in satisfaction of these accrued
liabilities.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of March 30, 2007 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our directors, (iii) and each named executive officer
and (iv) all directors and executive officers as a group. As of March 30, 2007
there were a total of 223,352,546 shares of Class A common stock outstanding.
Each share of Class A common stock and Class B common stock is entitled to one
vote on matters on which holders of common stock are eligible to vote. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.

         The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of March 30, 2007,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.

                                       38
<PAGE>

                            Ownership of Common Stock
<TABLE><CAPTION>
                                                                       COMMON STOCK
                                                                    BENEFICIALLY OWNED
NAME/ADDRESS                       TITLE OF CLASS                NUMBER             PERCENT
------------                       --------------                ------             -------
<S>                                <C>                       <C>                     <C>
Jerome R. Mahoney (Chairman)       Class A Common Stock      343,635,944(1)          69.0%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

Mark Meller (President)            Class A Common Stock      212,542,800(2)          57.9%
c/o Trey Resources, Inc.
5 Regent Street, Suite 520
Livingston, New Jersey  07039

John C. Rudy (Director)            Class A Common Stock              --               0.0%
c/o Beacon Consulting Associates
245 Main Street, Suite 2N
Matawan, New Jersey 07747

Directors and executive officer
 as a group                        Class A Common Stock       556,178,744            78.3%
</TABLE>
________________________

(1)  Includes a) 313,878,000 shares of our Class A common stock issuable upon
     conversion of $784,695 due to related party accounts with Mr. Mahoney and
     (b) 29,757,944 shares of our Class A common stock issuable upon conversion
     of a promissory note assumed on February 11, 2004. These figures assume
     that Class B Common Stock is issued to satisfy these obligations, and such
     Class B Common Stock shares are subsequently converted to shares of Class A
     Common Stock. Note balance of $74,395 includes principle and interest
     through 12/31/06. Pursuant to such promissory note, Mr. Mahoney may, at any
     time, convert amounts owed to him for monies loaned thereunder and interest
     thereon into (i) one share of our Class B common stock for each dollar
     owed, (ii) the number of shares of our Class A common stock calculated by
     dividing (x) the sum of the amount being prepaid by (y) 50% of the lowest
     issue price of shares of our Class A common stock since the first advance
     of funds under such note, or (iii) payment of the principal of the note,
     before any repayment of interest.
(2)  Includes 212,542,800 shares of our Class A common stock issuable upon
     conversion of $526,820 due to related party accounts with Mr. Meller. These
     figures assume that Class B Common Stock is issued to satisfy these
     obligations, and such Class B Common Stock shares are subsequently
     converted to shares of Class A Common Stock. Pursuant to an agreement
     between the Company and Mr. Meller, Mr. Meller may, at any time, convert
     amounts owed to him for monies thereon into (i) one share of our Class B
     common stock for each dollar owed, (ii) the number of shares of our Class A
     common stock calculated by dividing (x) the sum of the amount being prepaid
     by (y) 50% of the lowest issue price of shares of our Class A common stock
     since the first advance of funds under such amounts due.




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY NOTES AND ACCOUNTS DUE

         In connection with the assumption of assets and liabilities by Trey
from iVoice, Trey assumed from iVoice immediately prior to the effectiveness of
the registration statement relating to the Spin-Off $250,000 of outstanding
indebtedness from iVoice to Jerry Mahoney. The debt is subject to a promissory
note having substantially the same terms as the note from iVoice to Mr. Mahoney.
Trey, upon the effectiveness of the registration statement relating to the
Spin-Off, issued a promissory note in the amount of $250,000 payable to Mr.
Mahoney at the rate of 9.5% per annum on the unpaid balance until paid or until
default. Interest payments are due and payable annually. Mr. Mahoney may, at his
sole discretion, convert the $250,000 note (including

                                       39
<PAGE>

accrued interest) into Class B Common Stock of Trey at the rate of one dollar
per share. The Class B Common Stock is convertible at any time into Class A
Common Stock at a rate equal to 50% of the lowest price that Trey issues shares
of Class A Common Stock subsequent to the date of the note.

         See "Employment Agreements", Item 10. Executive Compensation.


         In connection with the acquisition of SWK, Inc, the Company assumed a
note payable to Gary Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At December 31, 2006, the outstanding
balance to Mr. Berman was $12,109.

         In connection with the acquisition of SWK, Inc, the Company assumed a
note payable to Lynn Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At December 31, 2006, the outstanding
balance to Ms. Berman was $12,109.


ADMINISTRATIVE SERVICE AGREEMENTS

         Pursuant to the spin-off, the Company entered into an Administrative
Services Agreement whereby iVoice will provide the Company with services in such
areas as information management and technology, employee benefits
administration, payroll, financial accounting and reporting, and other areas
where the Company may need transitional assistance and support following the
spin-off distribution. The term of the agreement commences upon the effective
date of the spin-off and continues for two years, but may be terminated earlier
under certain circumstances, including a default, and may be renewed for
additional one-year terms. In exchange for services under the administrative
services agreement, Trey Resources has agreed to pay iVoice an annual fee of
$95,000.

         On May 16, 2005, iVoice, Inc terminated its administrative services
agreement with the Company and iVoice agreed to accept the assignment of 10
million shares of Laser Energetics Class A Common Stock as settlement of all
Administrative Fees owed by the Company. The value of the exchanged securities
was determined to be $64,891.

                                       40
<PAGE>

ITEM 13. EXHIBITS

3.1      Second Amended and Restated Certificate of Incorporation of Trey
         Resources, Inc. f/k/a Trey Industries, Inc. (1)
3.2      By-laws of Trey Resources, Inc. f/k/a Trey Industries, Inc. (1)
10.1     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney (1)
10.2     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller (1)
10.3     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $50,000. (4)
10.4     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $62,500. (4)
10.5     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $62,500. (4)
10.6     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $150,000. (4)
10.7     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $3,695.21. (4)
10.8     Assignment Agreement dated January 27, 2005 between the Company and
         Cornell Capital Partners LP. (4)
10.9     Employment Agreement, dated March 1, 2005, between SWK Technologies,
         Inc., and Andrew Rudin. (4)
10.10    Amendment No. 1 dated March 25, 2005 to the Employment Agreement dated
         March 1, 2005 by and among SEK Technologies, Inc., Trey Resources, Inc.
         and Andrew Rudin. (4)
10.11    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (2)
10.12    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (2)
10.13    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (2)
10.14    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Steven R. LeMott (2)
10.15    Lease dated April 8, 2005 by and between SWK Technologies, Inc., a
         wholly owned subsidiary of Trey Resources, Inc. and Five Regent Park
         Associates (5)
10.16    Consulting Agreement dated July 15, 2005 by and between Trey Resources,
         Inc. and Thornhill Capital, LLC. (5)
10.17    iVoice Acquisition 1, Inc. 5% Convertible Debenture due September 19,
         2005 issued to Cornell Capital Partners, LP (1)
10.18    Termination Agreement, dated December 30, 2005 between Cornell Capital
         Partners, LP and Trey Resources, Inc. filed as an exhibit to the Form
         10-KSB for the fiscal year ended December 31, 2005 and incorporated by
         reference.
10.19    Amended and Restated Security Agreement, dated December 30, 2005
         between Cornell Capital Partners, LP and Trey Resources, Inc. filed as
         an exhibit to the Form 10-KSB for the fiscal year ended December 31,
         2005 and incorporated by reference.
10.20    Escrow Agreement, dated December 30, 2005, between Trey Resources,
         Inc., Cornell Capital Partners, LP and David Gonzalez Esq. filed as an
         exhibit to the Form 10-KSB for the fiscal year ended December 31, 2005
         and incorporated by reference.
10.21    Investor Registration Rights Agreement, dated December 30, 2005,
         between Trey Resources, Inc. and Cornell Capital Partners, LP. filed as
         an exhibit to the Form 10-KSB for the fiscal year ended December 31,
         2005 and incorporated by reference.
10.22    Securities Purchase Agreement, dated December 30, 2005, between Trey
         Resources, Inc. and Cornell Capital Partners, LP. filed as an exhibit
         to the Form 10-KSB for the fiscal year ended December 31, 2005 and
         incorporated by reference.
10.23    Asset Purchase Agreement dated May 31, 2006 by and among AMP-Best
         Consulting, Inc., a New York corporation, Patrick J. Anson, an
         individual, Crandall Melvin III, an individual, Michelle A. Paparo, an
         individual and SWK Technologies, Inc. (6)
10.24    Promissory Note dated June 1, 2006 for the sum of $380,000 payable to
         Crandall Melvin III. (6)
10.25    Lease Agreement date June 1, 2006 by and between SWK Technologies, Inc.
         and Crandall Melvin III. (6)
10.26    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Patrick J. Anson. (6)
10.27    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Crandall Melvin III. (6)
10.28    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Michelle A. Paparo. (6)
10.29    Secured Convertible Debenture dated December 30, 2005, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $600,000. filed as an exhibit to the Form 10-KSB for the fiscal year
         ended December 31, 2005 and incorporated by reference.
10.30    Secured Convertible Debenture dated December 30, 2005, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $1,159,047. filed as an exhibit to the Form 10-KSB for the fiscal
         year ended December 31, 2005 and incorporated by reference.
10.31    Secured Convertible Debenture dated May 2, 2006, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $600,000. filed as an exhibit to the Form 10-KSB for the fiscal year
         ended December 31, 2005 and incorporated by reference.
10.32    Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan
         filed as an exhibit to the Form S-8 filed with the Commission on April
         19, 2006 and incorporated by reference.
10.33    Amended and Restated Trey Resources, Inc. 2004 Directors' and Officers'
         Stock Incentive Plan filed as an exhibit to the Form S-8 filed with the
         Commission on April 19, 2006 and incorporated by reference.
10.34    Trey Resources, Inc. 2007 Consultant Stock Incentive Plan filed as an
         exhibit to Form S-8 filed with the Commission on January 31, 2007 and
         incorporated by reference.
10.35    Amendment No. 1 to Employment Agreement dated September 23, 2004 by and
         between Trey Resources, Inc. and Mark Meller and filed herein.

                                       41
<PAGE>

10.36    Amendment No. 1 to Employment Agreement dated September 23, 2004 by and
         between Trey Resources, Inc. and Jerome Mahoney and filed herein.
21       List of subsidiaries filed herein.
_______________________________

(1)      Previously filed as an exhibit to Amendment No. 1 to Form SB-2 filed on
         November 25, 2003, File No. 333-109454 and incorporated by reference.
(2)      Previously filed as an exhibit to Amendment No. 1 to Form SB-2 filed on
         December 22, 2003, File No. 333-109997 and incorporated by reference.
(3)      Previously filed as an exhibit to Amendment No. 3 to Form SB-2 on
         February 11, 2004, File No. 333-109997 and incorporated by reference.
(4)      Previously filed on Form 10Q-SB for the three months ended March 31,
         2005, File No. 000-50302 and incorporated by reference.
(5)      Previously filed on Form 10Q-SB for the three months ended June 30,
         2005, File No. 000-50302 and incorporated by reference.
(6)      Previously filed as an exhibit to Form 8-K filed on June 9, 2006 and
         incorporated by reference.


Item 14. Principal Accountant Fees and Services

         The following table sets forth fees billed to the Company by the
Company's independent auditors for the years ended December 31, 2006 and
December 31, 2005 for (i) services rendered for the audit of the Company's
annual financial statements and the review of the Company's quarterly financial
statements, (ii) services rendered that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported as Audit Fees, and (iii) services rendered in connection with
tax preparation, compliance, advice and assistance.

         SERVICES                                    2006               2005
         --------                                    ----               ----

         Audit Fees                                $34,755            $21,000

         Audit - Related Fees                         -                  -

         Tax fees                                  $ 4,995             $4,925

         All Other Fees                            $13,500             16,188

         Total                                     $53,250            $42,113

         Prior to engaging our accountants to perform a particular service, our
Audit Committee obtains an estimate for the service to be performed. All of the
services described above were approved by the Audit Committee in accordance with
its procedures.

                                       42
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.



Trey Resources, Inc..

By:      /s/ MARK MELLER                                     April 6, 2007
         ----------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By:      /s/ Mark Meller                                     April 6, 2007
         ----------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


By:      /s/ Jerome R. Mahoney                               April 6, 2007
         ----------------------
         Jerome R. Mahoney
         Non-executive Chairman of the Board


By:      /s/ John C. Rudy                                    April 6, 2007
         ----------------------
         John C. Rudy
         Director


                                       43
<PAGE>

                                INDEX OF EXHIBITS

3.1      Second Amended and Restated Certificate of Incorporation of Trey
         Resources, Inc. f/k/a Trey Industries, Inc. (1)
3.2      By-laws of Trey Resources, Inc. f/k/a Trey Industries, Inc. (1)
10.1     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney (1)
10.2     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller (1)
10.3     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $50,000. (4)
10.4     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $62,500. (4)
10.5     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $62,500. (4)
10.6     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $150,000. (4)
10.7     5% Secured Convertible Debenture dated January 27, 2005 issued by
         Voyager One, Inc. for the sum of $3,695.21. (4)
10.8     Assignment Agreement dated January 27, 2005 between the Company and
         Cornell Capital Partners LP. (4)
10.9     Employment Agreement, dated March 1, 2005, between SWK Technologies,
         Inc., and Andrew Rudin. (4)
10.10    Amendment No. 1 dated March 25, 2005 to the Employment Agreement dated
         March 1, 2005 by and among SEK Technologies, Inc., Trey Resources, Inc.
         and Andrew Rudin. (4)
10.11    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (2)
10.12    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (2)
10.13    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (2)
10.14    iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Steven R. LeMott (2)
10.15    Lease dated April 8, 2005 by and between SWK Technologies, Inc., a
         wholly owned subsidiary of Trey Resources, Inc. and Five Regent Park
         Associates (5)
10.16    Consulting Agreement dated July 15, 2005 by and between Trey Resources,
         Inc. and Thornhill Capital, LLC. (5)
10.17    iVoice Acquisition 1, Inc. 5% Convertible Debenture due September 19,
         2005 issued to Cornell Capital Partners, LP (1)
10.18    Termination Agreement, dated December 30, 2005 between Cornell Capital
         Partners, LP and Trey Resources, Inc. filed as an exhibit to the Form
         10-KSB for the fiscal year ended December 31, 2005 and incorporated by
         reference.
10.19    Amended and Restated Security Agreement, dated December 30, 2005
         between Cornell Capital Partners, LP and Trey Resources, Inc. filed as
         an exhibit to the Form 10-KSB for the fiscal year ended December 31,
         2005 and incorporated by reference.
10.20    Escrow Agreement, dated December 30, 2005, between Trey Resources,
         Inc., Cornell Capital Partners, LP and David Gonzalez Esq. filed as an
         exhibit to the Form 10-KSB for the fiscal year ended December 31, 2005
         and incorporated by reference.
10.21    Investor Registration Rights Agreement, dated December 30, 2005,
         between Trey Resources, Inc. and Cornell Capital Partners, LP. filed as
         an exhibit to the Form 10-KSB for the fiscal year ended December 31,
         2005 and incorporated by reference.
10.22    Securities Purchase Agreement, dated December 30, 2005, between Trey
         Resources, Inc. and Cornell Capital Partners, LP. filed as an exhibit
         to the Form 10-KSB for the fiscal year ended December 31, 2005 and
         incorporated by reference.
10.23    Asset Purchase Agreement dated May 31, 2006 by and among AMP-Best
         Consulting, Inc., a New York corporation, Patrick J. Anson, an
         individual, Crandall Melvin III, an individual, Michelle A. Paparo, an
         individual and SWK Technologies, Inc. (6)
10.24    Promissory Note dated June 1, 2006 for the sum of $380,000 payable to
         Crandall Melvin III. (6)
10.25    Lease Agreement date June 1, 2006 by and between SWK Technologies, Inc.
         and Crandall Melvin III. (6)
10.26    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Patrick J. Anson. (6)
10.27    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Crandall Melvin III. (6)
10.28    Employment Agreement dated June 1, 2006 by and between SWK
         Technologies, Inc. and Michelle A. Paparo. (6)
10.29    Secured Convertible Debenture dated December 30, 2005, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $600,000. filed as an exhibit to the Form 10-KSB for the fiscal year
         ended December 31, 2005 and incorporated by reference.
10.30    Secured Convertible Debenture dated December 30, 2005, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $1,159,047. filed as an exhibit to the Form 10-KSB for the fiscal
         year ended December 31, 2005 and incorporated by reference.
10.31    Secured Convertible Debenture dated May 2, 2006, between Cornell
         Capital Partners, LP and Trey Resources, Inc. for the principal value
         of $600,000. filed as an exhibit to the Form 10-KSB for the fiscal year
         ended December 31, 2005 and incorporated by reference.
10.32    Amended and Restated Trey Resources, Inc. 2004 Stock Incentive Plan
         filed as an exhibit to the Form S-8 filed with the Commission on April
         19, 2006 and incorporated by reference.
10.33    Amended and Restated Trey Resources, Inc. 2004 Directors' and Officers'
         Stock Incentive Plan filed as an exhibit to the Form S-8 filed with the
         Commission on April 19, 2006 and incorporated by reference.
10.34    Trey Resources, Inc. 2007 Consultant Stock Incentive Plan filed as an
         exhibit to Form S-8 filed with the Commission on January 31, 2007 and
         incorporated by reference.
10.35    Amendment No. 1 to Employment Agreement dated September 23, 2004 by and
         between Trey Resources, Inc. and Mark Meller and filed herein.

                                       44
<PAGE>

10.36    Amendment No. 1 to Employment Agreement dated September 23, 2004 by and
         between Trey Resources, Inc. and Jerome Mahoney and filed herein.
21       List of subsidiaries filed herein.
___________________________

(1)      Previously filed as an exhibit to Amendment No. 1 to Form SB-2 filed on
         November 25, 2003, File No. 333-109454 and incorporated by reference.
(2)      Previously filed as an exhibit to Amendment No. 1 to Form SB-2 filed on
         December 22, 2003, File No. 333-109997 and incorporated by reference.
(3)      Previously filed as an exhibit to Amendment No. 3 to Form SB-2 on
         February 11, 2004, File No. 333-109997 and incorporated by reference.
(4)      Previously filed on Form 10Q-SB for the three months ended March 31,
         2005, File No. 000-50302 and incorporated by reference.
(5)      Previously filed on Form 10Q-SB for the three months ended June 30,
         2005, File No. 000-50302 and incorporated by reference.
(6)      Previously filed as an exhibit to Form 8-K filed on June 9, 2006 and
         incorporated by reference.























                                       45
<PAGE>












                      TREY RESOURCES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2006 AND 2005




<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------




                                                                           Page
                                                                           ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    2

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                    3-4

         Statements of Operations                                          5

         Statement of Stockholders' (Deficiency)                           6-7

         Statement of Accumulated Other Comprehensive Income (Loss)        8

         Statements of Cash Flows                                          9-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 13-37
<PAGE>

                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                200 HADDONFIELD BERLIN ROAD, GIBBSBORO, NJ 08026
                       TEL: 856.346.2628 FAX: 856.346.2882



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
TREY RESOURCES, INC.
Livingston, New Jersey

We have audited the accompanying consolidated balance sheets of Trey Resources,
Inc. and Subsidiaries as of December 31, 2006 and 2005, and the related
consolidated statements of operations, stockholders' (deficiency), accumulated
other comprehensive income (loss) and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Trey Resources, Inc.
and Subsidiaries as of December 31, 2006 and 2005, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2006 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 16 to the consolidated financial statements, the Company has
incurred substantial accumulated deficits and operating losses. These issues
lead to substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are also discussed in
Note 14. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


                                       Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey
March 27, 2007

                                       2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE><CAPTION>
                                                                              December 31,
                                                                     -----------------------------
                                                                         2006             2005
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                          $    373,437     $  1,016,993
  Accounts receivable, net of allowance for
   doubtful accounts of $42,036 and $30,300, respectively                 798,805          401,027
  Inventory                                                                51,294           45,617
  Prepaid expenses and other current assets                                97,378          138,467
                                                                     ------------     ------------

      Total current assets                                              1,320,914        1,602,104
                                                                     ------------     ------------

PROPERTY AND EQUIPMENT, NET                                               264,949          157,016
                                                                     ------------     ------------

OTHER ASSETS
  Goodwill, net                                                              --            700,940
  Intangible assets, net                                                  487,901             --
  Convertible debentures receivable, net of allowance
    for doubtful accounts of $265,925 and $252,199, respectively          243,778          343,914
  Deposits and other assets                                                37,638           36,818
                                                                     ------------     ------------

      Total other assets                                                  769,317        1,081,672
                                                                     ------------     ------------

TOTAL ASSETS                                                         $  2,355,180     $  2,840,792
                                                                     ============     ============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       3
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

<TABLE><CAPTION>
                                                                                            December 31,
                                                                                   ------------------------------
                                                                                       2006              2005
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           $  1,502,591      $  1,043,679
   Due to related parties                                                             1,311,515         1,302,715
   Current portion of obligations under capital leases                                   51,210            17,223
   Current portion of convertible debentures payable, net of discounts                  995,757            15,000
   Current portion of derivative liability                                              833,813              --
   Line of Credit                                                                        22,000           145,000
   Warrant liability                                                                     75,450              --
   Notes payable torelated parties                                                      426,422           284,048
   Deferred revenue                                                                     109,651            23,754
                                                                                   ------------      ------------

    Total current liabilities                                                         5,328,409         2,846,418

LONG TERM DEBT
   Convertible debentures payable, net of discounts, net of current portion             276,429            57,017
    Derivative liability, net of current portion                                        307,896         1,702,030
   Obligations under capital leases, net of current portion                              97,616             8,328
                                                                                   ------------      ------------

    Total liabilities                                                                 6,010,350         4,613,793
                                                                                   ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY)
   Preferred stock, $1.00 par value; authorized 1,000,000 shares;
       no shares issued and outstanding                                                    --                --
   Common stock, Class A:
       2006 - par value $.00001; Authorized 10,000,000,000,
           160,621,297 shares issued and outstanding
       2005 - par value $.00001; Authorized 10,000,000,000,
           114,950,388 shares issued and outstanding                                      1,606             1,149
       Common stock Class B - par value $.00001; authorized 50,000,000 shares;
       no shares issued and  outstanding                                                   --                --
   Common stock Class C - par value $.00001; authorized 20,000,000 shares;
       no shares issued and  outstanding                                                   --                --
   Additional paid in capital                                                         4,021,663         3,541,929
   Additional paid in capital - warrants                                                125,166           165,953
   Accumulated other comprehensive income (loss)                                           --                --
   Accumulated deficit                                                               (7,803,605)       (5,482,032)
                                                                                   ------------      ------------

    Total stockholders' (deficiency)                                                 (3,655,170)       (1,773,001)
                                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                                   $  2,355,180      $  2,840,792
                                                                                   ============      ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
                                                                    For the Years Ended
                                                                       December 31,
                                                              ------------------------------
                                                                  2006              2005
                                                              ------------      ------------
<S>                                                           <C>               <C>
SALES, NET                                                    $  6,585,883      $  4,180,075

COST OF SALES                                                    4,101,400         2,724,406
                                                              ------------      ------------

GROSS PROFIT                                                     2,484,483         1,455,669
                                                              ------------      ------------
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
    Selling expenses                                             1,292,813           736,038
    General and administrative expenses                          2,039,813         2,172,942
    Depreciation and amortization                                  182,035            48,777
    Impairment of goodwill                                         700,940           361,100
                                                              ------------      ------------

       Total selling, general and administrative expenses        4,215,601         3,318,857
                                                              ------------      ------------

(LOSS) FROM OPERATIONS                                          (1,731,118)       (1,863,188)
                                                              ------------      ------------

OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                             770,564              --
    Sale of operating losses                                          --             191,497
    Gain on sale of securities available for sale                  121,503              --
     Other income , net                                           (170,676)            3,602
    Amortization of discounts on debt conversion                (1,043,650)         (326,093)
    Write off of financing costs                                   (60,000)         (284,255)
    Interest expense                                              (208,196)         (130,207)
                                                              ------------      ------------
       Total other income (expense)                               (590,455)         (545,456)
                                                              ------------      ------------

(LOSS) BEFORE INCOME TAXES                                      (2,321,573)       (2,408,644)

PROVISION FOR INCOME TAXES                                            --                --
                                                              ------------      ------------

NET (LOSS)                                                    $ (2,321,573)     $ (2,408,644)
                                                              ============      ============

NET (LOSS) PER COMMON SHARE
       Basic  and Diluted                                     $       (.02)     $       (.04)
                                                              ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic  and Diluted                                      143,090,746        67,696,946
                                                              ============      ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       5
<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE><CAPTION>
                                                                            Additional    Accumulated
                                                              Additional      Paid in        Other                        Total
                                    Common Stock Class A        Paid in      Capital -   Comprehensive   Accumulated   Stockholders'
                                    Shares        Amount        Capital       Warrants   Income (Loss)     Deficit     (Deficiency)
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------
<S>                                <C>          <C>           <C>           <C>               <C>        <C>            <C>
Balance at January 1, 2005         28,719,358   $       287   $ 1,916,320   $     5,250       (50,000)   $(3,073,388)   $(1,201,531)

Issuance of stock on equity line
conversion                         58,115,498           581       943,195          --            --             --          943,185

Issuance of stock on accrued
salary conversion                  11,662,792           116       317,786          --            --             --          317,902

Issuance of warrants for services
provided                                 --            --            --         160,703          --             --          160,703

Issuance of stock on debt
conversion                          2,494,016            25        76,687          --            --             --           76,712

Issuance of stock for
compensation and services           9,668,611            97       203,245          --            --             --          203,342

Issuance of stock on interest
conversation                        4,290,113            43        84,696          --            --             --           84,739

Net (loss) for the year ended
December 31, 2005                        --            --            --            --          50,000     (2,408,644)    (2,358,644)
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31, 2005      114,950,388   $     1,149   $ 3,541,929   $   165,953   $      --      $(5,482,032)   $(1,773,001)
                                  ===========   ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIENCY) (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE><CAPTION>
                                                                            Additional    Accumulated
                                                              Additional      Paid in        Other                        Total
                                    Common Stock Class A        Paid in      Capital -   Comprehensive   Accumulated   Stockholders'
                                    Shares        Amount        Capital       Warrants   Income (Loss)     Deficit     (Deficiency)
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------
<S>                                <C>          <C>           <C>           <C>               <C>        <C>            <C>
Balance at January 1, 2006        114,950,388   $     1,149   $ 3,541,929   $   165,953   $      --       (5,482,032)   $(1,773,001)

Issuance of stock on asset
purchase acquisitions              10,347,826           104       114,896          --            --             --          115,000

Issuance of stock on accrued
salary conversion                  16,212,208           162       176,460          --            --             --          176,622

Issuance of stock on debt
conversion, net of revaluation
of debenture                        9,810,875            98        77,471       (40,787)         --             --           36,782

Issuance of stock for
compensation and services           9,300,000            93       110,907          --            --             --          111,000

Net (loss) for the year ended
December 31, 2006                        --            --            --            --            --       (2,321,573)    (2,321,573)

Balance at December 31, 2006      160,621,297   $     1,606   $ 4,021,663   $   125,166   $      --      $(7,803,605)   $(3,655,170)
                                  ===========   ===========   ===========   ===========   ==========     ===========    ===========
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


                                                                   Comprehensive
                                                                   Income (Loss)
                                                                   ------------
Balance at January 1, 2005                                         $    (50,000)

Recapture unrealized loss on securities available for sale               50,000
                                                                   ------------
Balance at December 31, 2005 and 2006                              $       --
                                                                   ============












               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE><CAPTION>
                                                                                         For the Years Ended
                                                                                             December 31,
                                                                                    ------------------------------
                                                                                        2006              2005
                                                                                    ------------      ------------
<S>                                                                                 <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss)                                                                          $ (2,321,573)     $ (2,408,644)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
     Net (gain) loss on conversion of securities available for sale                     (121,503)           35,109
   Depreciation                                                                           78,449            42,662
   Amortization of other intangibles                                                     103,586             6,115
   Gain on revaluation of derivatives                                                   (770,564)             --
   Amortization of debt conversion discounts                                             900,075           326,093
   Impairment of goodwill                                                                700,940           361,100
   Common stock issued for compensation and services                                      81,000           203,342
   Common stock issued for debt conversion - beneficial interest                         143,574            25,636
   Common stock issued for interest charges                                                 --              80,614
   Equity recorded for stock options granted                                                --             160,703
   Deferred interest income on convertible debentures                                    (14,530)          (15,219)
   Accrued interest expense converted to debt                                               --               9,398
   Write off debt issue costs                                                             60,000           208,805

Changes in assets and liabilities:
   Accounts receivable                                                                  (397,778)         (127,941)
   Inventory                                                                                (619)          (45,617)
   Prepaid and other assets                                                               35,736          (103,175)
   Accounts payable and accrued expenses                                                 469,953           387,603
   Deferred revenue                                                                       85,897            11,655
   Related party accounts for accrued compensation                                       (11,804)           95,328
                                                                                    ------------      ------------

Total cash (used in) operating activities                                               (979,161)         (746,433)
                                                                                    ------------      ------------
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       9
<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE><CAPTION>
                                                                                        For the Years Ended
                                                                                             December 31,
                                                                                    ------------------------------
                                                                                        2006              2005
                                                                                    ------------      ------------
<S>                                                                                 <C>               <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                                    (98,229)         (106,844)
   Purchase of convertible debentures                                                       --            (328,695)
   Net proceeds from sale of securities available for sale                               236,017              --
   Business acquisition, net of cash received                                            (97,000)             --
                                                                                    ------------      ------------

   Total cash provided by (used in) investing activities                                  40,788          (435,539)
                                                                                    ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayments of related party loans                                                    (142,445)           (9,352)
   Proceeds from notes payable                                                           803,000         1,886,195
   Repayment of notes payable                                                           (386,000)          (28,709)
   Proceeds from capital leases payable                                                   60,835            27,344
   Repayment of capital leases payable                                                   (40,573)          (23,148)
                                                                                    ------------      ------------

   Total cash provided by financing activities                                           294,817         1,852,330
                                                                                    ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (643,556)          670,358

CASH AND EQUIVALENTS - BEGINNING OF YEAR                                               1,016,993           346,635
                                                                                    ------------      ------------

CASH AND EQUIVALENTS - END OF YEAR                                                  $    373,437      $  1,016,993
                                                                                    ============      ============

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                                 $     45,486      $     13,427
                                                                                    ============      ============
   Income taxes                                                                     $    250,712      $       --
                                                                                    ============      ============
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       10
<PAGE>


                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Year Ended December 31, 2006

During the year ended December 31, 2006, the Company:

a)   Issued 9,810,875 shares of Class A Common Stock with a total value of
     $77,569 for conversion of $55,000 of principal on outstanding debentures
     with Cornell Capital Partners, LP.

b)   Issued 4,347,826 shares of Class A common stock valued at $40,000 pursuant
     to the asset purchase agreement with Jodi Katz.

c)   Issued 16,212,208 shares of Class A common stock with a value of $176,622
     for repayment of $74,577 of loans and accrued salaries for two officers of
     the Company.

d)   Issued 2,400,000 shares of Class A common stock with a value of $30,000 for
     conversion of $11,040 of debt for legal services.

e)   Issued 6,900,000 shares of Class A common stock with a value of $81,000 for
     compensation and bonuses to employees of SWK Technologies, Inc.

f)   On June 2, 2006, the Company concluded the acquisition of AMP-Best
     Consulting, Inc. Pursuant to the asset purchase agreement, Trey issued
     6,000,000 shares of Class A common stock valued at $75,000 to Patrick J.
     Anson, Crandall Melvin III and Michelle Paparo. The net effect on cash
     flows is as follows:

          Cash at closing                                  $   (85,000)
          Inventory                                              5,058
          Prepaid expenses & security deposit                    1,461
          Property and equipment                                88,153
          Goodwill                                             533,481
          Lease obligations                                    (88,153)
          Promissory notes                                    (380,000)
          Common stock                                         (75,000)
                                                           -----------
              Total                                        $      --
                                                           ===========

               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (CONTINUED)

For the Year Ended December 31, 2005

During the year ended December 31, 2005, the Company:

a)   Issued 62,405,611 shares of Class A common stock with a total value of
     $1,028,515 for repayment of principal and interest on outstanding notes
     payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP.

b)   Issued 11,662,792 shares of Class A common stock with a value of $317,902
     for repayment of accrued salaries for two officers of the Company.

c)   Issued 9,668,611 shares of Class A common stock with a value of $203,342
     for compensation and bonuses to SWK employees and investor relations
     services.

d)   Issued 2,494,016 shares of Class A common stock with a value of $76,712 to
     a previous officer of iVoice, Inc. per the spin-off agreement and
     settlement of deferred payment of legal fees.

e)   Issued warrants to purchase 7,000,000 shares of Class A common stock with a
     value of $160,703 as additional consideration for funding on the equity
     line financing and professional consulting services.

f)   On May 16, 2006, the 10 million shares of Laser Energetics Class A Common
     Stock were assigned to iVoice, Inc. as settlement of all Administrative
     Fees owed by the Company to iVoice. The value of the exchanged securities
     was determined to be $64,891.


               The accompanying notes are an integral part of the
                       consolidated financial statement.

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
----------------------------------------------------------

     Description of business
     -----------------------
     Trey Resources, Inc. (the "Company"), was incorporated in Delaware on
     October 3, 2002 as a wholly owned subsidiary of iVoice Inc. On February 11,
     2004, the Company was spun off from iVoice, Inc. and is now an independent
     publicly traded company.

     The spin-off transaction was accomplished by the distribution of certain
     intellectual property, representing the software codes of the Automatic
     Reminder, and certain accrued liabilities and related party debt into a
     wholly-owned subsidiary of iVoice., Trey Resources, Inc. ("Trey", formerly
     known as iVoice Acquisition 1, Inc. and Trey Industries, Inc.) and
     subsequently distributed on a pro-rata basis to iVoice shareholders in the
     form of a taxable dividend.

     Up until its acquisition of SWK, Inc. on June 2, 2004, the Company was
     engaged in the design, manufacture, and marketing of specialized
     telecommunication equipment. With the acquisition of SWK and as part of its
     plan to expand into new markets, Trey is focusing on the business software
     and information technology consulting market, and is looking to acquire
     other companies in this industry. SWK Technologies, Inc., ("SWK") the
     surviving entity in the merger and acquisition of SWK, Inc., is a New
     Jersey-based information technology company, value added reseller, and
     master developer of licensed accounting software. The Company also
     publishes its own proprietary supply-chain software, "MAPADOC". The Company
     sells services and products to various end users, manufacturers,
     wholesalers and distributor industry clients located throughout the United
     States.

     Certain intellectual property, representing the software codes of the
     Automatic Reminder, was sold in November 2004 to Laser Energetics, Inc.
     (LEI), a New Jersey based technology company. The Company received 10
     million shares of Laser Energetics Class A Common Stock and was further
     issued a convertible debenture by Laser Energetics, Inc. in the amount of
     $250,000. The debenture, which bears interest at the rate of 3% per annum,
     has a five year term, and is convertible into shares of LEI Class A Common
     Stock at a rate equal to fifty percent (50%) of the average closing bid
     price of the Class A Common Stock for the four trading days immediately
     preceding the conversion date. The convertible debenture is convertible at
     the holder's option. On May 16, 2005, the 10 million shares of Laser
     Energetics Class A Common Stock were assigned to iVoice, Inc. as settlement
     of all Administrative Fees owed by the Company to iVoice. As of December
     31, 2006, the Company has determined that the value of the debenture was
     significantly impaired and the entire debenture, including the accrued
     interest income for 2006 and 2005, were written down to zero as a provision
     for doubtful accounts.

     The Company is publicly traded and is currently traded on the Over The
     Counter Bulletin Board ("OTCBB") under the symbol "TYRIA".

                                       13
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)
----------------------------------------------------------------------

     Basis of Presentation
     ---------------------
     The accompanying consolidated financial statements include the accounts of
     Trey Resources, Inc. (the "Company" or "Trey") and its wholly owned
     subsidiaries, SWK Technologies, Inc. and BTSG Acquisition Corp. These
     consolidated financial statements have been prepared in accordance with
     accounting principles generally accepted in the United States for financial
     information and with the instructions to Form 10-KSB and Regulation S-B.

     On March 1, 2005, Trey Resources' wholly-owned subsidiary, SWK
     Technologies, Inc., executed an employment agreement with Mr. Andrew Rudin
     of Business Consulting Solutions LLC ("BCS"), whereby Mr. Rudin was to be
     paid a commission in cash and stock of Trey Resources in the event he was
     successful in arranging for the clients of BCS to transfer over to SWKT. On
     March 25, 2005, this employment agreement was amended that made the
     commission payable to Mr. Rudin contingent upon the retention of the
     clients transferred from BCS through March 1, 2007 and payable over a
     thirty-six month period from the employment agreement's commencement date.
     Following the successful transfer of BCS clients to SWKT, SWKT will assume
     responsibility for maintenance and support of the BCS clients.

     On February 7, 2006, Trey Resources' wholly-owned subsidiary, SWK
     Technologies, Inc., executed an asset purchase agreement and employment
     agreement with Ms. Jodie Katz of Wolen Katz Associates ("Wolen Katz"),
     whereby Ms. Katz was paid compensation in cash and stock of Trey Resources
     for successfully arranging for the clients of Wolen Katz to transfer over
     to SWKT. The cash portion of the compensation is payable in twelve (12)
     equal monthly installments commencing on the 90th day following the Closing
     Date. Following the successful transfer of Wolen Katz clients to SWKT, SWKT
     assumed responsibility for maintenance and support of the BCS clients.

     On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
     Inc., executed an asset purchase agreement between and among AMP-Best
     Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson,
     Crandall Melvin III and Michelle Paparo for acquisition of certain assets,
     the customer list and business name of AMP-Best. Terms of the agreement
     provided for a cash payment at closing of $85,000, issuance of a $380,000
     promissory note to Crandall Melvin III, the issuance of 6,000,000 shares of
     Trey Resource's Class A Common Stock and employment agreements for Patrick
     Anson, Crandall Melvin III and Michelle Paparo. Payments on the promissory
     note are to commence 120 days after the closing for a term of 5 years.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

     Principles of Consolidation
     ---------------------------
     The accompanying consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiaries. All significant
     inter-company transactions and accounts have been eliminated in
     consolidation.

                                       14
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     Use of Estimates
     ----------------
     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     Revenue Recognition
     -------------------
     The Company recognizes revenues from consulting and support services as the
     services are performed. Hardware and software revenues are recognized when
     the product is shipped to the customer. Commissions are recognized when
     payments are received, since the Company has no obligation to perform any
     future services.

     Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in selling
     expenses. For the years ended December 31, 2006 and 2005, advertising
     expenses were $2,759 and $6,833, respectively.

     Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents. The Company had
     cash equivalents at December 31, 2006 and 2005 of $245,465 and $234,300,
     respectively. The cash equivalents represent investments in Triple A credit
     rated money market funds that have 7 day auction rates competitive with
     current market conditions.

     The Company maintains cash balances at a financial institution that are
     insured by the Federal Deposit Insurance Corporation up to $100,000. The
     Company has uninsured cash balances at December 31, 2006 and 2005 of
     $145,465 and $751,538, respectively.

     Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with Financial
     Accounting Standards Board Statement No. 115, Accounting for Certain
     Investments in Debt and Equity Securities ("FASB 115"), and determined that
     all of its investment securities are to be classified as
     available-for-sale. Available-for-sale securities are carried at fair
     value, with the unrealized gains and losses reported in Stockholders'
     (Deficiency) under the caption Accumulated Comprehensive Income (Loss).

                                       15
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     Concentration of Credit Risk
     ----------------------------
     The Company places its cash in what it believes to be credit-worthy
     financial institutions. However, cash balances exceeded FDIC insured levels
     at various times during the year. The Company has uninsured cash balances
     at December 31, 2006 and 2005 of $145,465 and $751,538, respectively.

     For the year ended December 31, 2006, our top ten customers had
     approximately $1,000,000 in sales and these represented 25% of our total
     sales for the period. Generally, we do not rely on any one specific
     customer for any significant portion of our revenue base.

     Accounts Receivable
     -------------------
     Accounts receivables consist primarily of uncollected invoices for
     maintenance and professional services. Payment for software sales are due
     in advance of ordering from the software supplier. Payment for maintenance
     and support plan renewals are due before the beginning of the maintenance
     period. Payment for professional services are due 50% in advance and the
     balance on completion of the services. The Company maintains a small
     provision for bad debts and reviews the provision quarterly.

     Inventory
     ---------
     Inventory consists primarily of pre-packaged software programs that are
     held for resale to customers. Cost is determined by specific identification
     related to the purchase order from the software supplier.

     Property and Equipment
     ----------------------
     Property and equipment is stated at cost. Depreciation is computed using
     the straight-line method based upon the estimated useful lives of the
     assets, generally five to seven years. Maintenance and repairs are charged
     to expense as incurred.

     Software License Cost
     ---------------------
     Software license costs are recorded at cost, which approximates fair market
     value as of the date of purchase. These costs represent the purchase of
     various exploitation rights to certain software, pre-developed codes and
     systems patented by a non-related third party. These costs are capitalized
     pursuant to Statement of Financial Accounting Standards ("SFAS") 86,
     "Accounting for the Costs of Computer Software to be Sold, Leased or
     Otherwise Marketed", and were being amortized using the straight-line
     method over a period of five years. As described later in Note 1, the
     Company has adopted SFAS No. 121. The carrying value of software license
     costs are regularly reviewed by the Company and a loss would be recognized
     if the value of the estimated un-discounted cash flow benefit related to
     the asset falls below the unamortized cost. The remaining unamortized cost
     was written off in 2005.

     Income Taxes
     ------------
     The Company accounts for income taxes in accordance with Statements of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
     which requires an asset and liability approach to financial accounting and
     reporting for income taxes. Deferred income taxes and liabilities are
     computed annually for differences between the financial statement and the
     tax basis of assets and

                                       16
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     liabilities that will result in taxable or deductible amounts in the future
     based on enacted tax laws and rates applicable to the periods in which the
     differences are expected to affect taxable income. Valuation allowances are
     established when necessary to reduce deferred tax assets to the amount
     expected to be realized.

     Financing Costs
     ---------------
     Financing costs consist primarily of professional fees and various paid
     commissions relating to the issuance of the Company's convertible
     debentures and equity credit lines. These costs are amortized over the life
     of the loan, or charged to equity, as incurred.

     Debt Issue Costs
     ----------------
     Debt issue costs represent the estimated cost of the conversion discount
     feature relating to the issuance of the Company's convertible debentures.
     Conversion costs are charged to expense the fair value of the beneficial
     conversion features of the convertible debt as measured at the date of
     issuance in accordance with Emerging Issues Task Force (EITF) Issue 98-5.

     Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     December 31, 2006 and 2005, as defined in FASB 107, does not differ
     materially from the aggregate carrying values of its financial instruments
     recorded in the accompanying consolidated balance sheets. The estimated
     fair value amounts have been determined by the Company using available
     market information and appropriate valuation methodologies. Considerable
     judgment is required in interpreting market data to develop the estimates
     of fair value, and accordingly, the estimates are not necessarily
     indicative of the amounts that the Company could realize in a current
     market exchange.

     Long-Lived Assets
     -----------------
     SFAS No. 142, "Goodwill and Other Intangible Assets" requires goodwill to
     be tested for impairment under certain circumstances, and written off when
     impaired, rather than being amortized as previous standards require. In
     accordance with the requirements of this pronouncement, the Company has
     assessed the value of the intangible assets reflected as goodwill on its
     books and has determined that future benefit for these assets exists.
     However, the Company has realized a decline in the value of the Goodwill as
     of December 31, 2006 and has recorded cumulative impairments of $1,062,480.

     Stock-Based Compensation
     ------------------------
     SFAS No. 123R, "Accounting for Stock-Based Compensation" establishes
     financial accounting and reporting standards for stock-based employee
     compensation plans. This statement also applies to transactions in which an
     entity issues its equity instruments to acquire goods or services from
     non-employees. Those transactions must be accounted for based on the fair
     value of the consideration received or the fair value of the equity
     instruments issued, whichever is more reliably measurable. For stock
     options, fair value is determined using an option-pricing model that takes
     into account the stock price at the grant date, the exercise price, the
     expected life of the option, the volatility of the underlying stock and the
     expected dividends on it, and the risk-free interest rate over the expected
     life of the option. The Company has adopted this statement and recorded the
     option value as outlined above.

                                       17
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     Earnings Per Share
     ------------------
     SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
     per share ("basic EPS") and diluted earnings per share ("diluted EPS").

     The computation of basic EPS is computed by dividing income (loss)
     available to common stockholders by weighted average number of common
     shares during the period. Diluted earnings per share gives effect to all
     dilutive potential common shares outstanding during the period. The
     computation of diluted EPS is not presented due the Company incurring a
     loss and to do so would be anti-dilutive.

     The shares used in the computations are as follows:

                                                   As of December 31,
                                                  2006           2005
                                                  ----           ----
         Basic and Diluted for EPS Purposes    143,090,746     67,696,946
                                               ===========    ===========

     The company had common stock equivalents of 7,075,000 at December 31, 2006
     and 2005, respectively.

     Derivative Liabilities
     ----------------------
     During April 2003, the Financial Accounting Standards Board issued SFAS
     149, "Amendment of Statement 133 on Derivative Instruments and Hedging
     Activities." SFAS 149 amends and clarifies accounting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities under SFAS 133, "Accounting for
     Derivative Instruments and Hedging Activities." The statement requires that
     contracts with comparable characteristics be accounted for similarly and
     clarifies when a derivative contains a financing component that warrants
     special reporting in the statement of cash flows. SFAS 149 is effective for
     contracts entered into or modified after June 30, 2003, except in certain
     circumstances, and for hedging relationships designated after June 30,
     2003. The financial statements for the years ended December 31, 2006 and
     2005 include the recognition of the derivative liability on the underlying
     securities issuable upon conversion of the Cornell Convertible Debentures.

     Comprehensive Income
     --------------------
     SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
     the reporting and display of comprehensive income and its components in the
     financial statements. The items of other comprehensive income that are
     typically required to be displayed are foreign currency items, minimum
     pension liability adjustments, and unrealized gains and losses on certain
     investments indebt and equity securities. As of December 31, 2005, the
     Company has several items that represented comprehensive income, and thus,
     have included a statement of comprehensive income.

                                       18
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     As of December 31, 2006, the Company recaptured its unrealized loss on
     securities available for sale.

     Recent Accounting Pronouncements
     --------------------------------
     On December 16, 2004, the Financial Accounting Standards Board ("FASB")
     published Statement of Financial Accounting Standards No. 123 (Revised
     2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that
     compensation cost related to share-based payment transactions be recognized
     in the financial statements. Share-based payment transactions within the
     scope of SFAS 123R include stock options, restricted stock plans,
     performance-based awards, stock appreciation rights, and employee share
     purchase plans. The provisions of SFAS 123R are effective for small
     business issuers as of the first interim period that begins after December
     15, 2005. Accordingly, the Company implemented the revised standard in the
     fourth quarter of fiscal year 2005. For the nine months ended September 30,
     2006, FAS 126R did not have any impact on the financial statements.

     On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
     Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,
     Accounting for Non-monetary Transactions ("FAS 153"). This statement amends
     APB Opinion 29 to eliminate the exception for non-monetary exchanges of
     similar productive assets and replaces it with a general exception for
     exchanges of non-monetary assets that do not have commercial substance.
     Under FAS 153, if a non-monetary exchange of similar productive assets
     meets a commercial-substance criterion and fair value is determinable, the
     transaction must be accounted for at fair value resulting in recognition of
     any gain or loss. FAS153 is effective for non-monetary transactions in
     fiscal periods that begin after June 15, 2005. The implementation of this
     standard did not have a material impact on its financial position, results
     of operations or cash flows.

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB")
     Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting
     Changes in Interim Financial Statements." SFAS No. 154 requires
     retrospective application to prior periods' financial statements of a
     voluntary change in accounting principle unless it is impracticable. APB
     No. 20 previously required that most voluntary changes in accounting
     principle be recognized by including the cumulative effect of changing to
     the new accounting principle in net income in the period of the change.
     SFAS No. 154 is effective for accounting changes and corrections of errors
     made in fiscal years beginning after December 15, 2005. The adoption of
     SFAS No. 154 did not have a material impact on the Company's financial
     position, results of operations, or cash flows for the nine months ended
     September 30, 2006.

     In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
     Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
     140." SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation
     Issue No. D1, "Application of Statement 133 to Beneficial Interests in
     Securitized Financial Assets," and permits fair value remeasurement for any
     hybrid financial instrument that contains an embedded derivative that
     otherwise would require bifurcation, clarifies which interest-only strips
     and principal-only strips are not subject to

                                       19
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     the requirements of SFAS No. 133, establishes a requirement to evaluate
     interests in securitized financial assets to identify interests that are
     freestanding derivatives or that are hybrid financial instruments that
     contain an embedded derivative requiring bifurcation, clarifies that
     concentrations of credit risk in the form of subordination are not embedded
     derivatives and amends SFAS No. 140 to eliminate the prohibition on a
     qualifying special-purpose entity from holding a derivative financial
     instrument that pertains to a beneficial interest other than another
     derivative financial instrument. SFAS No. 155 is effective for all
     financial instruments acquired or issued after the beginning of the first
     fiscal year that begins after September 15, 2006. The Company is currently
     evaluating the effect the adoption of SFAS No. 155 will have on its
     financial position, results of operations, and cash flows.

     In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
     Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156
     requires an entity to recognize a servicing asset or liability each time it
     undertakes an obligation to service a financial asset by entering into a
     servicing contract under a transfer of the servicer's financial assets that
     meets the requirements for sale accounting, a transfer of the servicer's
     financial assets to a qualified special-purpose entity in a guaranteed
     mortgage securitization in which the transferor retains all of the
     resulting securities and classifies them as either available-for-sale or
     trading securities in accordance with SFAS No. 115, "Accounting for Certain
     Investments in Debt and Equity Securities" and an acquisition or assumption
     of an obligation to service a financial asset that does not relate to
     financial assets of the servicer or its consolidated affiliates.
     Additionally, SFAS No. 156 requires all separately recognized servicing
     assets and servicing liabilities to be initially measured at fair value,
     permits an entity to choose either the use of an amortization or fair value
     method for subsequent measurements, permits at initial adoption a one-time
     reclassification of available-for-sale securities to trading securities by
     entities with recognized servicing rights and requires separate
     presentation of servicing assets and liabilities subsequently measured at
     fair value and additional disclosures for all separately recognized
     servicing assets and liabilities. SFAS No. 156 is effective for
     transactions entered into after the beginning of the first fiscal year that
     begins after September 15, 2006. The Company is currently evaluating the
     effect the adoption of SFAS No. 156 will have on its financial position,
     results of operations, and cash flows.

     In September 2006, The Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
     Measurement" ("SFAS No. 157"). This standard provides guidance for using
     fair value to measure assets and liabilities. SFAS No. 157 applies whenever
     other standards require (or permit) assets or liabilities to be measured at
     fair value but does not expand the use of fair value in any new
     circumstances. Prior to SFAS No. 157, the methods for measuring fair value
     were diverse and inconsistent, especially for items that are not actively
     traded. The standard clarifies that for items that are not actively traded,
     such as certain kinds of derivatives, fair value should reflect the price
     in a transaction with a market participant, including an adjustment for
     risk, not just the company's mark-to-model value. SFAS No. 157 also
     requires expanded disclosure of the effect on earnings for items measured
     using unobservable data. SFAS No. 157 is effective for financial statements
     issued for

                                       20
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

     fiscal years beginning after November 15, 2007, and interim periods within
     those fiscal years. The Company is currently evaluating the impact of this
     statement on its financial statements and expects to adopt SFAS No.157 on
     December 31, 2007.

     In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
     Defined Benefit Pension and Other Postretirement Plans -- An Amendment of
     FASB Statements No. 87, 88, 106, and 132R." This standard requires an
     employer to: (a) recognize in its statement of financial position an asset
     for a plan's overfunded status or a liability for a plan's underfunded
     status; (b) measure a plan's assets and its obligations that determine its
     funded status as of the end of the employer's fiscal year (with limited
     exceptions); and (c) recognize changes in the funded status of a defined
     benefit postretirement plan in the year in which the changes occur. Those
     changes will be reported in comprehensive income. The requirement to
     recognize the funded status of a benefit plan and the disclosure
     requirements are effective as of the end of the fiscal year ending after
     December 15, 2006. The requirement to measure plan assets and benefit
     obligations as of the date of the employer's fiscal year-end statement of
     financial position is effective for fiscal years ending after December 15,
     2008. The adoption of FAS 158 is not anticipated to have a material impact
     on the Company's financial position or results of operations.

NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

     Property and equipment is summarized as follows:

                                                          December 31,
                                                   -------------------------
                                                      2006           2005
                                                   ----------     ----------
          Leasehold improvements                   $   24,762     $   22,372
          Equipment, furniture and fixtures           375,118        191,126
                                                   ----------     ----------
                                                      399,880        213,498
          Less: Accumulated depreciation              134,931         56,482
                                                   ----------     ----------
             Property and equipment, net           $  264,949     $  157,016
                                                   ==========     ==========


     Depreciation expense for the years ended December 31, 2006 and 2005 was
     $78,449 and $42,662, respectively.

NOTE 4 - SECURITIES AVAILABLE FOR SALE
--------------------------------------

     In November 2005, the Company sold certain intellectual property,
     representing the software codes of the Automatic Reminder to Laser
     Energetics, Inc. (LEI), a New Jersey based technology company. As part of
     the sale, the Company received 10 million shares of Laser Energetics Class
     A Common Stock, which was valued at $100,000.

     At December 31, 2005, the Company determined that value of the securities
     was significantly impaired and a portion of the value was written down as
     an "Unrealized loss on securities available for sale".

                                       21
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 4 - SECURITIES AVAILABLE FOR SALE (CONTINUED)
--------------------------------------------------

     As of December 31, 2006 and 2005, the aggregate value of the Securities
     Available for Sale was $0 and $0, respectively.


NOTE 5 - CONVERTIBLE DEBENTURES RECEIVABLE
------------------------------------------

     In November 2004, the Company sold certain intellectual property,
     representing the software codes of the Automatic Reminder to Laser
     Energetics, Inc. (LEI), a New Jersey based technology company. As part of
     the sale, the Company was issued a convertible debenture in the amount of
     $250,000. The debenture, which bears interest at the rate of 3% per annum,
     has a five year term, and is convertible into shares of LEI Class A Common
     Stock at a rate equal to fifty percent (50%) of the average closing bid
     price of the Class A Common Stock for the four trading days immediately
     preceding the conversion date. The convertible debenture is convertible at
     the holder's option. At December 31, 2006, the Company determined that
     value of the debenture was significantly impaired and the entire debenture,
     including the accrued interest income for 2006 and 2005, were written down
     to zero as a provision for doubtful accounts.

     In January 2005, the Company purchased $328,695 of Voyager One, Inc.
     convertible debentures from Cornell Capital Partners. The debentures, which
     bear interest at the rate of 5% per annum, have a three year term, and are
     convertible into shares of Voyager One, Inc. Common Stock at a conversion
     price equal to the lower of (i) 150% of the lowest initial bid price of the
     common stock as submitted by a market maker and approved by the NASD or
     (ii) 50% of the lowest closing bid price of the common stock for the five
     trading days immediately preceding the conversion date. The convertible
     debentures are convertible at the holder's option any time up to the
     maturity date. During the year ending December 31, 2006, the Company
     converted $103,000 of principal into 3,793,630 share of Class A Common
     Stock of Voyager One. As of December 31, 2006, all of these shares were
     sold in the open market for a gain of $116,155. The Company also exercised
     a conversion for $10,695 on August 15, 2006 that Voyager paid in cash for
     the net proceeds of $16,802, for a realized gain of $5,348. At December 31,
     2006 and 2005, the aggregate value of the debentures plus deferred interest
     income is $243,778 and $343,914, respectively.

NOTE 6 - GOODWILL AND INTANGIBLES
---------------------------------

     In June 2004, Trey Resources' wholly-owned subsidiary, SWK Technologies,
     Inc., completed a merger with SWK, Inc. The Company recorded total
     consideration for the acquisition of $577,437 comprised of acquisition
     costs of $27,437 and 2,750,000 Class A common stock of Trey Resources, Inc.
     valued at $550,000. This consideration has been allocated to the tangible
     and identifiable intangible assets acquired according to their respective
     estimated fair values, with the excess purchase consideration being
     allocated to goodwill at the closing of the transaction. Goodwill on this
     transaction amounted to $1,008,040, which represented amounts paid in
     excess of the fair market value of the acquired assets and liabilities
     assumed of SWK, Inc.

                                       22
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 6 - GOODWILL AND INTANGIBLES (CONTINUED)
---------------------------------------------

     On November 11, 2004, Trey Resources' wholly-owned subsidiary, BTSG
     Acquisition Corp. completed the acquisition of certain assets of Business
     Tech Solutions Group, Inc. Business Tech Solutions Group, Inc. was a value
     added reseller for Sage Software's Business Works financial accounting
     software. As a result of the acquisition, Business Tech Solutions Group,
     Inc.'s shareholder was issued, in exchange for certain assets of Business
     Tech Solutions Group, Inc., 648,149 restricted shares of Trey Resources'
     Class A Common Stock. In addition, Business Tech also received $19,000 of
     cash at the closing. The aggregate amount of this transaction, $54,000, was
     recorded as Goodwill.

     On February 27, 2006, Trey Resources' wholly owned subsidiary, SWK
     Technologies, Inc. completed the acquisition of certain assets of Wolen
     Katz. Wolen Katz was an authorized reseller for Sage Software's ABRA HRMS
     software solution and an authorized reseller of Employee Based Systems' E-Z
     Product line. As a result of the acquisition, Ms. Jodie Katz, the sole
     proprietor of Wolen Katz Associates, was issued, in exchange for certain
     assets of Wolen Katz, 4,347,825 unregistered shares of Trey Resources'
     Class A Common Stock, valued at $40,000. In addition, Ms. Katz will also
     receive $12,000 in cash payable in twelve (12) equal monthly installments
     commencing on the 90th day following the Closing Date.

     On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies,
     Inc. completed the acquisition of certain assets of AMP-Best Consulting.
     AMP-Best Consulting was an information technology company, a value added
     reseller, and master developer of the Sage Software family of products.
     Among the solutions they sold and supported are: Sage MAS 500 ERP, Sage MAS
     90, 200, and 200 SQL, Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by
     Sage, Sage CRM, Sage FAS Asset Accounting and JobOps. As a result of the
     acquisition, Patrick Anson, Crandall Melvin III and Michelle Paparo
     collectively were issued 6,000,000 unregistered shares of Trey Resources'
     Class A Common Stock, valued at $75,000. In addition, the SWK Technologies
     paid an aggregate of $85,000 at the closing and issued a $380,000
     promissory note to Crandall Melvin III. Payments on the promissory note
     commence 120 days from the closing and are for a term of 5 years. The
     aggregate amount of consideration paid at the closing of $540,000 was
     reduced by assets acquired of $6,519 and $533,481 was recorded as other
     intangible assets, customer list and are being amortized over a three year
     period.

     These acquisitions are being valued by the strength of the client lists and
     as such have been reviewed for impairment. At December 31, 2006 and 2005,
     management determined that the goodwill should be impaired by $700,940 and
     $361,100, respectively based on the reduced repeat sales from the clients
     acquired at the acquisition. In doing so, management has determined that no
     further write-down for impairment is required.

     SWK Technologies capitalizes ongoing development costs of their MAPADOC
     product. At December 31, 2006 and 2005, the intangible assets totaled
     $32,558 net of accumulated amortization of $12,121 and $6,115,
     respectively.

                                       23
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 6 - GOODWILL AND INTANGIBLES (CONTINUED)
---------------------------------------------

     Intangible assets consist of the following:

                                                       December 31,
                                                --------------------------
                                                   2006            2005
                                                ----------      ----------
          Intangible Assets, customer lists     $  585,481      $     --
          Accumulated Amortization                 (97,580)           --
                                                ----------      ----------
          Net Amount                            $  487,901      $     --
                                                ==========      ==========

     Amortization expense for the year ended December 31, 2006 and 2005 was
     $97,580 and $0, respectively.

     The weighted average amortization period is 3 years. The estimated
     aggregate amortization expense for each of the succeeding periods is as
     follows:

                2007              $  195,160
                2008                 195,160
                2009                  97,581
                                  ----------
                                  $  487,901
                                  ==========
NOTE 7 - INCOME TAXES
---------------------

     The reconciliation of the effective income tax rate to the Federal
     statutory rate is as follows:

          Federal Income Tax Rate                                    (34.0)%
          Deferred Tax Charge (Credit)                                  --
          Effect on Valuation Allowance                               38.1 %
          State Income Tax, Net of Federal Benefit                    (4.1)%
          Effective Income Tax Rate                                    0.0 %

     As of December 31, 2006, the Company has net operating loss carry forwards
     of approximately $7,200,000 that can be utilized to offset future taxable
     income for Federal income tax purposes through 2026. Utilization of these
     net loss carry forwards is subject to the limitations of Internal Revenue
     Code Section 382. Because of the current uncertainty of realizing the
     benefit of the tax carry forward, a valuation allowance equal to the tax
     benefit for deferred taxes has been established. The full realization of
     the tax benefit associated with the carry forward depends predominantly
     upon the Company's ability to generate taxable income during the carry
     forward period.

     For state income taxes purposes, the Company's net operating loss carry
     forwards have been reduced by $2,488,591 during the years ended 2005 and
     2004 due to the Company's participation in the Technology Tax Certificate
     Transfer Program sponsored by the New Jersey Economic Development Authority
     and the State of New Jersey. Under the program, eligible businesses may
     sell their unused net-operating-loss carry forwards and unused research and
     development tax-credit carry forwards to any corporate taxpayer in the
     State of New Jersey for at least 75% of the value of the tax benefits.
     After expenses related to application submission the Company received cash
     proceeds of $191,497 for the year ended December 31, 2005.

     Deferred tax assets and liabilities reflect the net tax effect of temporary
     differences between the carrying amount of assets and liabilities for
     financial reporting purposes and amounts used for

                                       24
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 7 - INCOME TAXES (CONTINUED)
---------------------------------

     income tax purposes. Significant components of the Company's deferred tax
     assets and liabilities are summarized as follows:

                                                  December 31,
                                         ------------------------------
                                             2006              2005
                                         ------------      ------------
          Deferred Tax Asset             $  2,450,000      $  1,598,000
          Less:  Valuation Allowance       (2,450,000)       (1,598,000)
                                         ------------      ------------
          Net Deferred Tax Assets        $       --        $       --
                                         ============      ============

     Net operating loss carry forwards expire starting in 2024 through 2026.

     Deferred income taxes are determined using the liability method for the
     temporary differences between the financial reporting basis and income tax
     basis of the Company's assets and liabilities. Deferred income taxes will
     be measured based on the tax rates expected to be in effect when the
     temporary differences are included in the Company's tax return. Deferred
     tax assets and liabilities are recognized based on anticipated future tax
     consequences attributable to differences between financial statement
     carrying amounts of assets and liabilities and their respective tax bases.

NOTE 8 - NOTES PAYABLE
----------------------

     In 2005, the Company issued five promissory notes payable to Cornell
     Capital Partners, LP totaling $1,350,000 for advances on the equity-line
     financing agreement entered into with Cornell in January 2003. The notes
     mature 120 days from the date of issue with interest accruing at 12% per
     annum on any balance left unpaid after the maturity date. As of December
     31, 2006, $1,434,638 was repaid for principal and interest through the
     issuance of 44,973,692 shares of Class A common stock.

     On February 11, 2005, March 3, 2005, and April 4, 2005, Wass Associates, a
     New York General partnership loaned the company $21,835, $10,000 and
     $25,000, respectively. Pursuant to the Agreement and Plan of Merger and
     Reorganization among Trey, SWK and SWK Technologies, Inc., the notes were
     assumed by SWK Technologies in the acquisition of SWK. The unsecured notes
     bear interest at 6% per annum and are payable in weekly installments of
     $1,000 and $500 respectively. At December 31, 2005 all of these notes were
     paid off.

     On June 1, 2005, SWK Technologies, Inc. entered into an unsecured
     promissory note totaling $35,000 with Wass Associates, a New York General
     partnership. The unsecured note bears interest at 6% per annum and is due
     in full together with unpaid interest on December 31, 2005. As of December
     31, 2006, the outstanding balance payable to Wass Associates was paid in
     full.

     In January 2005, the Company issued the sixth promissory note payable to
     Cornell Capital Partners, LP for $1,150,000 for advances on the equity-line
     financing agreement entered into with Cornell in January 2003. The notes
     mature 120 days from the date of issue with interest accruing at 12% per
     annum on any balance left unpaid after the maturity date. As of December
     31, 2005, $325,000 was repaid for principal through the issuance of
     32,559,098 shares of Class

                                       25
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 8 - NOTES PAYABLE (CONTINUED)
----------------------------------

     A common stock. On December 30, 2005, the balance of the principal
     ($825,000) and accrued interest ($126,091) was transferred to a Secured
     Convertible Debenture as discussed below.

     In August 2005, the Company issued a promissory note payable to Cornell
     Capital Partners, LP for $200,000 for advances on the equity-line financing
     agreement entered into with Cornell in January 2003. The notes mature 120
     days from the date of issue with interest accruing at 12% per annum on any
     balance left unpaid after the maturity date. On December 30, 2005, the
     balance of the principal ($200,000) and accrued interest ($7,956) was
     transferred to a Secured Convertible Debenture as discussed below.

     During the year ended December 31, 2006, SWK Technologies, Inc. drew down
     $263,000 and repaid $386,000 from its $250,000 line of credit with Fleet
     National Bank, a Bank of America company. The secured line of credit bears
     interest at prime plus 1% per annum (9.25% at December 31, 2006), which can
     change with the fluctuations in the prime rate and matures August 1, 2007.
     Monthly payments of interest only in arrears shall be due and payable on
     the 4th of each month and these have been paid. Principal shall be due and
     payable on demand from Fleet National Bank. As of December 31, 2006, the
     outstanding balance payable to Fleet totaled $22,000. Interest payments
     during the years ended December 31, 2006 and 2005 were $12,076 and $7,284,
     respectively.

     On December 30, 2005, the various promissory notes payable to Cornell
     Capital Partners, LP were terminated and replaced with a Secured
     Convertible Debenture for the principal amount of $1,159,047, as discussed
     in Note 10.

     On December 30, 2005, the Company issued a Secured Convertible Debenture
     for the principal amount of $600,000 to Cornell Capital Partners, LP. as
     discussed in Note 11.

NOTE 9 - DUE TO RELATED PARTIES
-------------------------------

     Pursuant to the employment contract dated January 1, 2003 between the
     Company and Jerome Mahoney, the Non-Executive Chairman of the Board, Mr.
     Mahoney is to receive a salary of $180,000 per year subject to 10%
     increases every year thereafter, as well as a monthly unaccountable travel
     expense allowance of $725, an auto allowance of $800 and a health insurance
     allowance of $1,400 per month. Also, pursuant to the employment contract
     with Mr. Mahoney, following the completion of the Spin-off from its former
     parent company, iVoice Inc., which occurred on February 11, 2004, Mr.
     Mahoney is entitled to receive a one-time payment of $350,000.

     Total amounts owed to Mr. Mahoney at December 31, 2006 and 2005,
     representing unpaid salary, unpaid expense and auto allowances and the
     one-time payment in connection with the Spin-off totaled $859,090 and
     $952,988, respectively.

     Pursuant to the employment contract dated September 15, 2003 between the
     Company and Mark Meller, the President, Chief Executive Officer and Chief
     Financial Officer of Trey Resources,

                                       27
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 9 - DUE TO RELATED PARTIES (CONTINUED)
-------------------------------------------

     Mr. Meller is to receive a salary of $180,000 per year subject to 10%
     increases every year thereafter, as well as a monthly unaccountable travel
     expense allowance of $600 and an auto allowance of $800. Also, pursuant to
     the employment contract dated September 15, 2003 between the Company and
     Mr. Meller, following the completion of the Spin-off from its former parent
     company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is
     entitled to receive a one-time payment of $350,000. In addition, Mr. Meller
     was awarded a cash bonus of $114,800 on September 14, 2004. During the year
     ending December 31, 2006, Mr. Meller received $125,000 cash payments and
     $37,289 of the Company's Class A Common Stock as approved by the Board of
     Directors as repayment of his accrued compensation.

     Total amounts owed to Mr. Meller at December 31, 2006 and 2005,
     representing unpaid salary, unpaid expense and auto allowances, and the
     one-time payment in connection with the Spin-off, totaled $526,820 and
     $644,493, respectively.

     Mr. Mahoney and Mr. Meller have agreed to defer payment of any monies due
     and owing them representing fixed compensation, which have been accrued on
     the Company's balance sheet, and the one-time payment in connection with
     the Spin-off, until such time as the Board of Directors determines that the
     Company has sufficient capital and liquidity to make such payments. Mr.
     Mahoney and Mr. Meller have further agreed, however, to accept payment or
     partial payment, from time to time, as determined in the sole discretion of
     the Board of Directors in the form of cash, the Company's Class A Common
     Stock and/or the Company's Class B Common Stock.

NOTE 10 - NOTES PAYABLE TO RELATED PARTIES
------------------------------------------

     Pursuant to the Spin-off, the Company entered into an Administrative
     Services Agreement whereby iVoice will provide the Company with services in
     such areas as information management and technology, employee benefits
     administration, payroll, financial accounting and reporting, and other
     areas where the Company may need transitional assistance and support
     following the Spin-off distribution. The term of the agreement commences
     upon the effective date of the Spin-off and continues for two years, but
     may be terminated earlier under certain circumstances, including a default,
     and may be renewed for additional one-year terms. In exchange for services
     under the administrative services agreement, Trey Resources has agreed to
     pay iVoice an annual fee of $95,000. On May 16, 2005, the iVoice, Inc
     terminated its administrative services agreement with the Company and
     iVoice agreed to accept the assignment of 10 million shares of Laser
     Energetics Class A Common Stock as settlement of all Administrative Fees
     owed by the Company. The value of the exchanged securities was determined
     to be $64,891.

     Pursuant to the Spin-off from iVoice, the Company has assumed a promissory
     note totaling $250,000 payable to Jerry Mahoney, President and Chief
     Executive Officer of iVoice and Non- Executive Chairman of the Board of
     Trey Resources. This amount is related to funds loaned to iVoice and is
     unrelated to the operations of Trey. The note bears interest at the rate of
     9.5% per annum on the unpaid balance until paid or until default. At the
     time of default (if any) the interest rate shall increase to 20% until the
     principal balance has been paid. Under the terms of the Promissory Note, at
     the option of the Note holder, principal and interest can be converted into
     either (i) one Class B common stock share of Trey Resources, Inc., par
     value $0.00001, for

                                       27
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 10 - NOTES PAYABLE TO RELATED PARTIES (CONTINUED)
------------------------------------------------------

     each dollar owed, (ii) the number of Class A common stock shares of iVoice,
     Inc. calculated by dividing (x) the sum of the principal and interest that
     the Note holder has decided to prepay by (y) fifty percent (50%) of the
     lowest issue price of Series A common stock since the first advance of
     funds under this Note, or (iii) payment of the principal of this Note,
     before any repayment of interest. During the year ending December 31, 2006,
     Mr. Mahoney received $129,000 cash payment and $95,182 of the Company's
     Class A Common Stock, both of which were applied to the principal of the
     loan. At December 31, 2006 and 2005, the principal balance on this note was
     $25,819 and $250,000, respectively and accrued interest was $48,576 and
     $44,767, respectively.

     In connection with the acquisition of SWK, Inc, the Company assumed a note
     payable to Gary Berman, a former shareholder of SWK, Inc. and current
     shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company
     $25,000 pursuant to the Agreement and Plan of Merger and Reorganization
     among Trey, SWK and SWK Technologies, Inc. The unsecured note bears
     interest at 5% per annum and is payable in bi-weekly amounts of $217. At
     December 31, 2006 and 2005, the outstanding balance to Mr. Berman was
     $12,109 and 17,024, respectively.

     In connection with the acquisition of SWK, Inc, the Company assumed a note
     payable to Lynn Berman, a former shareholder of SWK, Inc. and current
     shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company
     $25,000 pursuant to the Agreement and Plan of Merger and Reorganization
     among Trey, SWK and SWK Technologies, Inc. The unsecured note bears
     interest at 5% per annum and is payable in bi-weekly amounts of $217. At
     December 31, 2006 and 2005, the outstanding balance to Mr. Berman was
     $12,109 and 17,024, respectively.

     In connection with the acquisition of Wolen Katz, the Company agreed to pay
     Ms. Katz $12,000 payable in twelve (12) equal monthly installments
     commencing on the 90th day following the Closing Date. At December 31,
     2006, the outstanding balance to Ms. Katz was $5,000.

     In connection with the acquisition of AMP-Best, the Company agreed to
     collect some outstanding receivables and to pay some outstanding payables
     of the previous company. At December 31, 2006, the outstanding balance due
     to the previous owners of AMP-Best was $33,497.

     Pursuant to the asset purchase agreement with AMP-Best, SWK Technologies,
     Inc. issued a $380,000 promissory note to Crandall Melvin III. The note
     carries an interest rate of 7.75% and is payable in 60 monthly payments,
     commencing 120 days from the closing. As of December 31, 2006, the
     principal balance on the note is $371,386.

NOTE 11 - CONVERTIBLE DEBENTURES PAYABLE
----------------------------------------

     In January 2003, the Company entered into subscription agreements with
     certain purchasers to issue $140,000 in convertible debentures, with
     interest payable at 5% annum. The notes are convertible into the Company's
     Class A common stock at a price equal to either (a) an amount equal to one
     hundred twenty percent (120%) of the closing bid price for the Common Stock
     on the Closing Date, or (b) an amount equal to eighty percent (80%) of the
     average of the four (4) lowest Closing Bid Prices of the Common Stock for
     the five (5) trading days immediately preceding the Conversion Date.

                                       28
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 11 - CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)
----------------------------------------------------

     Pursuant to the subscription agreements set forth above, on March 25, 2003,
     the Company issued $40,000 in 5% convertible debentures and on September
     19, 2003, the Company issued an additional $100,000 in 5% convertible
     debentures to the private investors under the subscription agreement. The
     20% beneficial conversion feature was previously recorded as prepaid
     financing costs, until such time as the Company's Class A common stock into
     which the debentures are convertible was registered and deemed effective by
     the U.S Securities and Exchange Commission. The Company completed the
     effective registration of the Company's common stock, and any amounts
     capitalized have been charged to expense in accordance with EITF Issue
     98-5. During the year ended December 31, 2006, no additional payments have
     been made on these outstanding convertible debentures. Total outstanding
     principal balance of the convertible debentures as of December 31, 2006 and
     2005 was $15,000, plus accrued interest of $3,923 and $3,173, respectively.

     On December 30, 2005, the Company entered into a Securities Purchase
     Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant to such
     purchase agreement, Cornell shall purchase up to $2,359,047 of secured
     convertible debentures which shall be convertible into shares of the
     Company's Class A common stock. Pursuant to the Securities Purchase
     Agreement, two Secured Convertible Debentures were issued on December 30,
     2005 for an aggregate of $1,759,047. A portion of this financing was used
     to convert promissory notes and accrued interest therefrom equal to
     $1,159,047 into new secured convertible debentures and the balance was new
     financing in the form of secured convertible debentures equal to $600,000
     with interest payable at the rate of 7.5% per annum to be issued and sold
     on the closing of this Securities Purchase Agreement and a second secured
     convertible debenture equal to $600,000 with interest payable at the rate
     of 7.5% per annum to be issued and sold two business days prior to the
     filing of the registration statement that will register the common stock
     shares issuable upon conversion of the secured convertible debentures. On
     May 2, 2006, the second $600,000 was funded 2 business days prior to the
     date the registration statement was filed with the United States Securities
     and Exchange Commission.

     Interest on the outstanding principal balance of the Secured Convertible
     Debentures accrues at the annual rate of 7.5%. Payment of principal and
     accrued interest shall be paid on or before December 30, 2007 on the 2005
     debentures and May 2, 2008 for the 2006 debenture. The Company has the
     option to redeem a portion or all of the outstanding debentures at 120% of
     the amount redeemed plus accrued interest. The holder shall be entitled to
     convert in whole or in part at any time and from time to time, any amount
     of principal and accrued interest at a price equal to 90% of the lowest
     closing bid price of the Common Stock during the 30 trading days
     immediately preceding the conversion date, as quoted by Bloomberg, LP
     ("Conversion Price"). In the event of a default, the full principal amount
     of this Debenture, together with interest and other amounts owing, shall be
     due and payable in cash, provided however, the holder of the debenture may
     request payment of such amounts in Common Stock of the Obligor at the
     Conversion Price then in-effect. A holder of the debenture may not convert
     this Debenture or receive shares of Common Stock as payment of interest
     hereunder to the extent such conversion or receipt of such interest payment
     would result in the holder of the debenture beneficially owning in excess
     of 4.9% of the then issued and outstanding shares of Common Stock,
     including shares issuable upon conversion of, and payment of interest on,
     this Debenture. Providing that

                                       29
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 11 - CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)
----------------------------------------------------

     the holder of the debenture meets all restrictions and that the Company
     does not enter into default, then the Company would expect to issue
     approximately 344,000,000 shares of Common Stock in settlement of the three
     secured convertible debentures, over the life of these debentures at the
     current Conversion Price of $.0075.

     During the year ended December 31, 2006, the Company issued 9,810,875
     shares of Class A common stock for repayment of $55,000 of principal on the
     convertible debenture held by Cornell Capital Partners, LP.

     The aggregate principal value of the Cornell debentures is $2,304,047. This
     amount is shown net of the unamortized portion of the discount on
     conversion of $1,046,861. This discount is being amortized over the life of
     the debenture and is being recorded as a charge to amortization of discount
     on debt conversion on the statement of operations.

NOTE 12 - DERIVATIVE LIABILITY
------------------------------

     In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
     HEDGING ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL
     INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK",
     the conversion feature associated with the Cornell Secured Convertible
     Debentures represents embedded derivatives. As such, the Company had
     recognized embedded derivatives in the amount of $1,946,936 as a liability
     in the accompanying consolidated balance sheet, and it is now measured at
     its estimated fair value of $1,141,709. In addition the Company issued $4
     million warrants which were valued at $75,450 and are not subject to
     revaluation. These warrants are included in the consolidated balance sheets
     as warrant liability. The estimated fair value of the embedded derivative
     has been calculated based on a Black-Scholes pricing model using the
     following assumptions:

          Fair market value of stock              $0.00550
          Exercise price                          $0.00495
          Dividend yield                             0.00%
          Risk free interest rate                    4.00%
          Expected volatility                      101.47%
          Expected life                      1.00 to 1.63 Years

NOTE 13 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

     The Company does not own any real property for use in its operations or
     otherwise. On June 10, 2005, the Company consolidated its two New Jersey
     offices and moved into 6,986 square feet of space at 5 Regent Street,
     Livingston, NJ 07039 at a monthly rent of $7,423. In addition, it sublets
     1,090 square feet of space in Clifton, NJ at a monthly rent of $1,998.
     Effective March 15, 2005, the Company entered into a lease for 621 square
     feet of space at 900 Walt Whitman Road, Melville, NY 11747, at a monthly
     rent of $932. On October 30, 2005, entered into a one-year lease for office
     space at 1902 Wright Place, Carlsbad, CA 92008, at a monthly rent of $567.
     On June 2, 2006, the Company entered into a two-year lease for office space
     at 6834 Buckley Road, North Syracuse, New

                                       30
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 13 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------------------

     York, at a monthly rent of $1,800. The Company uses its facilities to house
     its corporate headquarters and operations and believe that these facilities
     are suitable for such purpose. The Company maintains a good relationship
     with its landlords and believes that these facilities will be adequate for
     the foreseeable future. Total rent expense under these operating leases for
     the year ended December 31, 2006 and 2005 was $207,356 and $134,512,
     respectively.

     See Notes 9 and 10 to the Financial Statements for information related to
     the employment agreements between Jerome Mahoney and Mark Meller.

     The Company has entered into subscription agreements with certain
     purchasers for the sale of $140,000 in convertible debentures. The
     convertible debentures are convertible into Class A common stock at the
     discretion of the holders. During 2004, the Company issued 2,444,177 shares
     of Trey's Class A common stock for repayment of $125,000 of principal. As
     of December 31, 2006, $15,000 remained due on the principal and $3,923 was
     due for accrued interest on these debentures. The Company assumed a total
     of $324,000 in accrued liabilities and related party debt outstanding and
     incurred by iVoice. The terms and conditions of the liabilities and debt
     being assumed are as follows:

     o  Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due
        for unpaid salary from iVoice and is unrelated to the operations of
        Trey. A portion of this amount is convertible into Class A Common Stock
        of Trey calculated by dividing (x) the sum of the principal the obligee
        requests to be converted by (y) the average closing bid price of Class A
        Common Stock of Trey for the five (5) business days immediately
        preceding the conversion date. As of December 31, 2006 and 2005, Mr.
        Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
        leaving a balance due of $49,500.

     o  The Company had also assumed an outstanding promissory note in the
        amount of $250,000 payable to Mr. Mahoney, President and Chief Executive
        Officer of iVoice and Non- Executive Chairman of the Board of Trey
        Resources. This amount is related to funds loaned to iVoice and is
        unrelated to the operations of Trey. The terms of this obligation are
        further discussed in Note 12.

     On December 30, 2005, the Company entered an Investor Registration Rights
     Agreement with Cornell Capital Partners, LP. Pursuant to the terms of the
     agreement, the Company was to file a registration statement with the SEC
     within 60 calendar days and to use its best efforts to have the Initial
     Registration Statement declared effective by the SEC no later than 120
     calendar days after the date of the agreement. In the event of default of
     the registration rights agreement, the Company will pay liquidated damages,
     either in cash or shares of the Company's Common Stock, at 2% of the
     liquidated value of the Convertible Debentures outstanding for each thirty
     (30) day period after the Scheduled Filing Deadline or the Scheduled
     Effective Deadline as the case may be. Any Liquidated Damages payable
     hereunder shall not limit, prohibit or preclude the Investor from seeking
     any other remedy available to it under contract, at law or in equity. As of
     December 31, 2006, the Company has incurred $198,905 in Liquidated Damages
     and there is no maximum stipulated in the agreement.

                                       31
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 14 - CAPITAL STOCK
-----------------------

     In accordance with its Certificate of Incorporation as amended on April 24,
     2003, the Company is authorized to issue up to: 10,000,000,000 shares of
     Class A common stock at $.00001 par value; 50,000,000 shares of Class B
     Common Stock, par value $.00001; and 20,000,000 shares of Class C Common
     Stock, par value $.00001. Additionally, the board of directors has the
     rights to prescribe and authorize the issuance of 1,000,000 preferred
     shares, $1.00 par value.

     PREFERRED STOCK

     Preferred Stock consists of 1,000,000 shares of authorized preferred stock
     with $1.00 par value. For the year ending December 31, 2006, the company
     had no transactions in its Preferred Stock.

     CLASS A COMMON STOCK

     Class A Common Stock consists of the following as of December 31, 2006:
     10,000,000,000 shares of authorized common stock with a par value of
     $.00001, 160,261,297 shares were issued and outstanding. Each holder of
     Class A common stock is entitled to receive ratably dividends, if any, as
     may be declared by the Board of Directors out of funds legally available
     for the payment of dividends. The Company has never paid any dividends on
     its common stock and does not contemplate doing so in the foreseeable
     future. The Company anticipates that any earnings generated from operations
     will be used to finance the growth objectives.

     For the year ending December 31, 2006, the company had the following
     transactions in its Class A Common Stock:

     >>   The company issued 9,810,875 shares of Class A common stock with a
          total value of $77,569. Of this amount $55,000 was repayment of
          principal on the convertible debenture with Cornell Capital Partners,
          LP. The balance of $22,569 represents discount on conversions of
          principal.

     >>   The Company issued 4,347,826 shares of Class A common stock pursuant
          to the asset purchase agreement with Jodie Katz, valued at $40,000.

     >>   The Company issued 6,000,000 shares of Class A common stock pursuant
          to the asset purchase agreement with Patrick J. Anson, Crandall Melvin
          III and Michelle Paparo, valued at $75,000.

     >>   The Company issued 16,212,208 shares of Class A common stock with a
          total value of $176,622 to officers of the Company as repayment of
          loans and accrued salaries. Of this amount, $74,577 was repayment of
          principal and $102,045 represents discount on conversions.

     >>   The Company issued 2,400,000 shares of Class A common stock with a
          total value of $30,000. Of this amount, $11,040 was for repayment
          legal services. The balance of $18,960 represents discount on
          conversions.

                                       32
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 14 - CAPITAL STOCK (CONTINUED)
-----------------------------------

     >>   The Company issued 6,900,000 shares of Class A common stock for
          compensation and bonuses to employees of SWK Technologies, Inc.,
          valued at $81,000..

     For the year ending December 31, 2005, the company had the following
     transactions in its Class A Common Stock:

     >>   The Company issued 62,405,611 shares of Class A Common Stock with a
          total value of $1,028,515. Of this amount, $875,000 was for repayment
          of principal and $80,615 in interest on outstanding notes payable,
          issued as advances on the equity line financing with Cornell Capital
          Partners, LP. The balance of $72,900 represents discount on
          conversions of the principal and interest on the advances on the
          equity line to common stock.

     >>   The Company issued 11,662,792 shares of its Class A Common Stock with
          a total value of $317,902 to officers of the Company as repayment of
          accrued salaries. Of this amount, $115,786 was for repayment of
          principal and $202,116 represents discount on conversions.

     >>   The Company issued 9,668,611 shares of Class A Common Stock for
          compensation and bonuses to employees of SWK Technologies, Inc. valued
          at $189,692 and as compensation for investor relations services valued
          at $13,650.

     >>   The Company issued 2,494,016 shares of Class A Common Stock with a
          total value of $76,712 for a partial repayment of an obligation to a
          previous officer of iVoice, Inc. valued at $10,000 and settlement of
          deferred payments for legal services valued at $15,636. The balance of
          $51,076 represents discount on conversions.

     CLASS B COMMON STOCK

     Class B Common Stock consists of 50,000,000 shares of authorized common
     stock with a par value of $0.00001. Class B stock has voting rights of 1 to
     1 with respect to Class A Common Stock. As of December 31, 2005, no shares
     were issued and outstanding; Class B common stockholders are entitled to
     receive dividends in the same proportion as the Class B Common Stock
     conversion and voting rights have to Class A Common Stock. A holder of
     Class B Common Stock has the right to convert each share of Class B Common
     Stock into the number of shares of Class A Common Stock determined by
     dividing the number of Class B Common Stock being converted by a 50%
     discount of the lowest price that Trey had ever issued its Class A Common
     Stock. Upon the liquidation, dissolution, or winding - up of the Company,
     holders of Class B Common Stock will be entitled to receive distributions.
     For the year ending December 31, 2006, the company had no transactions in
     its Class B Common Stock.

     CLASS C COMMON STOCK

     Class C Common Stock consists of 20,000,000 shares of authorized common
     stock with a par value of $0.00001. Class C stock has voting rights of 1
     vote for every 1,000 shares. For the year ending December 31, 2006, the
     company had no transactions in its Class C Common Stock.

                                       33
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 15 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
----------------------------------------------------

     2004 Stock Incentive Plan
     -------------------------

     During the year ended December 31, 2004, and as amended in 2004 and 2005,
     and amended and restated in 2006, the Company adopted the 2004 Stock
     Incentive Plan (the "2004 Plan") in order to attract and retain qualified
     employees, directors, independent contractors or agents of Trey Resources,
     Inc. Under the 2004 Plan, the Board of Directors (the "Board"), in its
     discretion may grant stock options (including non-statutory stock options
     and incentive stock options qualifying under Section 422 of the Code),
     stock appreciation rights (including free-standing, tandem and limited
     stock appreciation rights), warrants, dividend equivalents, stock awards,
     restricted stock, phantom stock, performance shares or other securities or
     rights to employees, directors, independent contractors or agents to
     purchase the Company's common stock at no less than 50% of the fair market
     price on the date the option is granted. Options generally vest over four
     years and have a maximum term of ten years.

     During 2005 and 2006, the following securities were issued pursuant to the
     2004 Plan:

     >>   On March 2, 2006 and December 16, 2006, the Company issued the
          aggregate of 9,318,611 shares of Class A common stock for compensation
          and bonuses to employees.

     >>   On July 15, 2005, the Company issued 2,223,746 shares of Class A
          common stock to a Meritz & Muenz LLP for legal services provided in
          the prior year.

     >>   On April 20, 2006 and September 15, 2006, the Company issued the
          aggregate of 6,900,000 shares of Class A common stock for compensation
          and bonuses to employees.

     2004 Directors' and Officers' Stock Incentive Plan During the year ended
     December 31, 2004, and as amended in 2004 and 2005, and amended and
     restated in 2006, the Company adopted the 2004 Directors' and Officers'
     Stock Incentive Plan (the "2004 D&O Plan") in order to provide long-term
     incentive and rewards to officers and directors of Trey Resources and
     subsidiaries and to attract and retain qualified employees, directors,
     independent contractors or agents of Trey Resources, Inc. Under the 2004
     D&O Plan, the Board, in its discretion may grant stock options (including
     non-statutory stock options and incentive stock options qualifying under
     Section 422 of the Code), stock appreciation rights (including
     free-standing, tandem and limited stock appreciation rights), warrants,
     dividend equivalents, stock awards, restricted stock, phantom stock,
     performance shares or other securities or rights to employees, directors,
     independent contractors or agents to purchase the Company's common stock at
     no less than 50% of the market price on the date the option is granted.
     Options generally vest over four years and have a maximum term of ten
     years.

     During 2005 and 2006, the following securities were issued pursuant to the
     2004 D&O Plan:

                                       34
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 15 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------------------

     >>   On February 16, 2005, the Company issued 270,270 shares of Class A
          common stock to a previous officer of iVoice, Inc. per the spin-off
          agreement.

     >>   At various times during the year ended December 31, 2005, the Company
          issued 11,662,792 shares of Class A common stock for repayment of
          accrued salaries for two officers of the Company.

     >>   At various times during the year ended December 31, 2006, the Company
          issued 16,212,208 shares of Class A common stock for repayment of
          accrued salaries for the two officers of the Company.

     Options/Warrants Outstanding
     ----------------------------
     During the years ending December 31, 2005 and 2006, the following options
     and warrants were issued pursuant to their respective agreements. Unexpired
     options and warrants outstanding are as follows as of December 31, 2006:

          Expiration Date              Exercise Price              Shares
          ---------------              --------------              ------
          August 31, 2008                  .030                   4,000,000
          July 11, 2012                    .015                   3,000,000
          July 31, 2014                    .070                      75,000
                                                                  ---------
                                                                  7,075,000
                                                                  =========

     The following table summarizes the stock option and warrants transactions:

                                                   Stock             Weighted
                                                  Option &           Average
                                                  Warrants           Exercise
                                                 Outstanding          Price
                                                  ---------          -------
          Balance, January 1, 2005                        -          $  .000
          Granted                                    75,000          $  .070
          Exercised                                       -          $  .000

          Canceled                                        -          $  .000
                                                  ---------          -------
          Balance, December 31, 2005                 75,000          $  .070
                                                  =========          =======

          Granted                                 7,000,000          $  .024
          Exercised                                       -          $  .000
          Canceled                                        -          $  .000
                                                  ---------          -------
          Balance, December 31, 2005              7,075,000          $  .024
                                                  =========          =======

          Outstanding and Exercisable,
          December 31, 2006                       7,075,000          $  .024
                                                  =========          =======

                                       34
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 16 - GOING CONCERN
-----------------------

     The accompanying consolidated financial statements have been prepared in
     conformity with accounting principles generally accepted in the United
     States of America, which contemplates continuation of the Company as a
     going concern.

     The Company has suffered recurring losses, experiences a deficiency of cash
     flow from operations, and current liabilities exceeded current assets by
     approximately $3.9 million, as of December 31, 2006. These matters raise
     substantial doubt about the Company's ability to continue as a going
     concern. The recoverability of a major portion of the recorded asset
     amounts shown in the accompanying consolidated balance sheet is dependent
     upon continued operations of the Company, which in turn, is dependent upon
     the Company's ability to raise capital and/or generate positive cash flows
     from operations.

     In addition to developing new products, obtaining new customers and
     increasing sales to existing customers, management plans to achieve
     profitability through acquisitions of companies in the business software
     and information technology consulting market with solid revenue streams,
     established customer bases, and generate positive cash flow.

     These consolidated financial statements do not include any adjustments
     relating to the recoverability and classification of recorded assets, or
     the amounts and classification of liabilities that might be necessary in
     the event the Company cannot continue in existence.

NOTE 17 - SUBSEQUENT EVENTS
---------------------------

     >>   On January 8, 2007, the Company issued 4,878,049 shares of its Class A
          common stock to Cornell Capital Partners for $20,000 repayment of
          principal on the convertible debentures payable.

     >>   On January 23, 2007, the Company issued 4,264,780 shares of its Class
          A common stock to Cornell Capital Partners for $20,000 repayment of
          principal on the convertible debentures payable.

     >>   On January 31, 2007, the Company issued 3,950,000 shares of its Class
          A common stock with a total value of $8,098 to officers of the Company
          as repayment of accrued salaries.

     >>   On January 31, 2007, the Company issued 3,950,000 shares of its Class
          A common stock with a total value of $19,750 for compensation and
          bonuses to SWK employees.

     >>   On January 31, 2007, the Company authorized 20,000,000 shares for a
          2007 Consultant Stock Incentive Plan. Pursuant to this Plan, the
          Company issued 8,318,442 shares of Class A common stock with a total
          value of $17,053 to Meritz & Muenz for payment of prior year legal
          services.

     >>   On February 2, 2007, the Company issued 6,097,561 shares of its Class
          A common stock to Cornell Capital Partners for $25,000 repayment of
          principal on the convertible debentures payable.

                                       36
<PAGE>
                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005

NOTE 17 - SUBSEQUENT EVENTS (CONTINUED)
---------------------------------------

     >>   On February 9, 2007, the Company issued 5,882,353 shares of its Class
          A common stock to Cornell Capital Partners for $20,000 repayment of
          principal on the convertible debentures payable.

     >>   On February 20, 2007, the Company issued 6,250,000 shares of its Class
          A common stock to Cornell Capital Partners for $20,000 repayment of
          principal on the convertible debentures payable.

     >>   On February 27, 2007, the Company issued 6,428,571 shares of its Class
          A common stock to Cornell Capital Partners for $18,000 repayment of
          principal on the convertible debentures payable.













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